Sample Business Contracts


Subcontract Agreement - Computer Sciences Corp. and Ergo Systems

Services Forms


                              SUBCONTRACT AGREEMENT

Subcontract Number:  S100522                          Effective Date:  12/8/2003

                                     BETWEEN
                 BUYER                 AND              SELLER
                 -----                                  ------
COMPUTER SCIENCES CORPORATION                           ERGO SYSTEMS
ENFORCEMENT, SECURITY & INTELLIGENCE DIVISION           90 GROVE ST
10530 ROSEHAVEN STREET, SUITE 500                       SUITE 204
FAIRFAX, VA 22030                                       RIDGEFIELD, CT 06877


                  [ ]  FFP            [X]  Time and Materials

        [ ] Level of Effort                  [X] Task Assignments
        [ ] Completion                       [ ] Letter Subcontract
        [ ] Basic Ordering Agreement

Period of Performance:              Date of award to September 24, 2004
Prime Contract Agency:              Immigration and Naturalization Service (DOJ)
Prime Contract Number:              COW-8-C-0051
Priority Rating:                    Unrated
F.O.B. Point:                       Per STO
Funding Not-to-Exceed Amount:       $500,000.00

          Part I. - THE SCHEDULE
          ----------------------

          Section A.        Subcontract Agreement (Face Page and Signature Page)
          Section B.        Supplies/Services and Price/Costs
          Section C.        Description/Specifications/Statement of Work (SOW)
          Section D.        Packaging and Marking
          Section E.        Inspection and Acceptance
          Section F.        Deliveries or Performance
          Section G.        Contract Administration
          Section H.        Special Contract Requirements

          Part II.- CONTRACT CLAUSES
          --------------------------
          Section I.        Contract Clauses

          Part III - LIST OF ATTACHMENTS
          ------------------------------
          Section J.        List of Attachments

          Part IV - REPRESENTATIONS
          -------------------------
          Section K.        Incorporation of Representations and Certifications


                                       1
<PAGE>

                           SUBCONTRACT _S100522_______

                                 SIGNATURE PAGE



This Subcontract Agreement may be referred to in this document as "Agreement",
"Contract," or "Subcontract." Any reference to CSC's contract with the
Government or other customer will be to the "prime contract."

IN WITNESS THEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE
DATES SET FORTH BELOW.


COMPUTER SCIENCES CORPORATION                 ERGO SYSTEMS, INC.


By: __________________________________        By:  _____________________________
         Signature              Date                Signature              Date

Typed Name:  Michael Stevenson
                                              Typed Name: Kenneth P. Ducey, Jr.
                                                          ---------------------

Title: Senior Subcontracts Administrator      Title:   President/CFO
       ---------------------------------               --------------


                                       2
<PAGE>

                              PART 1 - THE SCHEDULE

                                    SECTION B
                        SUPPLIES/SERVICES AND PRICES/COST

B.1      MINIMUM AND MAXIMUM AMOUNTS, INDEFINITE DELIVERY INDEFINITE QUANTITY

         (a)      This is an Indefinite Delivery Indefinite (a) Quantity (IDIQ)
                  subcontract utilizing Time and Materials (T&M) and Firm Fixed
                  Price (FFP) Subcontract Task Orders in accordance with FAR
                  16.5.

                  The use of a hybrid IDIQ subcontract will enable CSC to issue
                  task orders using a variety of contract types. CSC may issue
                  Subcontract Task Orders providing for one of the following
                  bases of compensation:

                  Time & Material (T&M)

                  Firm Fixed Price (FFP)


B.2      SUPPLIES/SERVICES AND PRICES/COSTS

         (a)      The Seller, acting as an independent contractor and not as an
                  agent of the Buyer, shall furnish all materials, personnel,
                  facilities, support and management necessary to provide the
                  supplies and services as set forth in accordance with the
                  Statement of Work and the Seller's rate proposal dated
                  12/03/2003, incorporated herein by reference.

         (b)      Statements of Work, specific periods of performance and
                  funding will be obligated via Subcontract Task Orders which
                  will be incorporated herein by modification(s) to this
                  subcontract in accordance with Section G.4, entitled
                  "Ordering".

                  (1)      For T&M Subcontract Task Orders, the quantity of
                           hours ordered of each labor category will be
                           specified as deliverable hours billable at the rates
                           specified in this Subcontract Agreement. Profit on
                           travel and ODCs on T&M Subcontract Task Order is not
                           allowable. The cumulative extended total of all labor
                           categories ordered plus ODCs (if allowed) will define
                           the task order ceiling price. Any allowable ODCs will
                           be specified in the Subcontract Task Order. The Buyer
                           will not reimburse the Seller for costs incurred
                           beyond the ceiling price, for hours not delivered,
                           for hours delivered but in excess of the quantities
                           ordered for a particular labor category, or for
                           travel exceeding the estimated travel amount.

                  (2)      For FFP Subcontract Task Orders, the quantity of each
                           item, or labor category ordered will be multiplied
                           against the price (rate) listed in the Subcontract
                           Task Order, and the cumulative extended total of all
                           items ordered will define the FFP for those items.
                           Any allowable ODCs will be specified in the
                           Subcontract Task Order. Partial payment of the
                           Subcontract Task Orders FFP may be negotiated based
                           on an attainment of progress milestones.

                                       3
<PAGE>

                  (4)      Based upon requirements items identified during
                           Subcontract Task Order preparation, Buyer shall be
                           responsible for purchasing and providing to the
                           Seller any tangible item (i.e., ODCs) required for
                           performance on this contract. The Seller will be
                           reimbursed only for those ODC items specified in the
                           Subcontract Task Order as reimbursable by the Buyer.

         (c)      The Seller's rates will be incorporated to each Task Order.
                  The Seller's rates are as follows:


-----------------------------------------------------------------------------
                                                     YEAR 1       Year 2**
                                                     (DOE*-      (9/24/04-
                 LABOR CATEGORY                     9/23/04)     12/31/04)
-----------------------------------------------------------------------------
CORPORATE TECHNICAL PLANNING MANAGER                 $ 88.41       $ 91.06
                                                 ----------------------------
ENGINEER TECHNICIAN                                  $ 72.83       $ 75.01
                                                 ----------------------------
ENGINEER TECHNICIAN                                  $ 72.83       $ 75.01
                                                 ----------------------------

*DOE - Date of Execution
** Year 2 rates include 3% escalation rate
-----------------------------------------------------------------------------

         (d)      The maintenance agreement terms shall remain in affect for the
                  length of the term.

B.3      VALUE

         This Agreement is issued under Government Prime Contract number
         COW-8-C-0051, with a DPAS Rating of: Unrated. For Government audit
         purposes only, the value of this subcontract agreement is $500,000.00.
         Subcontract Task Order(s) added by Modification(s) hereto will
         authorize the billable funding (reference Section G.4, Ordering).

B.4      EXERCISE OF OPTIONS

         This subcontract contains two (2) types of options: options to extend
         the period of performance of the subcontract and options to increase
         the quantity of labor hours available for each year of subcontract
         performance. The Buyer may exercise the subcontract options for
         extensions to the period of performance to the same extent that the
         options of the prime contract are exercised.

         In accordance with the provisions of the applicable FAR clauses
         contained in this subcontract regarding the exercise of options, all
         options will be exercised in writing through the issuance of
         modifications to the subcontract signed by the Subcontract
         Administrator. The increase quantity options (IQOs) are provided to
         allow CSC to account for unforeseen increases in requirements above the
         basic requirements of any subcontract year. The specific IQO may be
         exercised during any particular year to increase the quantity for that
         period; however, the IQO does not affect the period of performance of
         the subcontract or the period in which the option was exercised.


                                       4
<PAGE>

                                    SECTION C

                                STATEMENT OF WORK


C.1      GENERAL STATEMENT OF WORK

         The following Statement of Work documents are incorporated by reference
         from the INS STARS RFP Documents. The scope of work noted in the
         documents is general in nature to the INS STARS Program. The
         subcontractor will be provided with specific Subcontractor Task Orders
         by CSC to direct specific work in support of the General Statement of
         Work. Attachment I of this document includes a detailed Subcontractor
         Proposal for work that the subcontractor will provide.

                  (a)      INS STARS General SOW Umbrella 7-2, dated July 2,
                           2001

C.2      MANAGEMENT AND ADMINISTRATION

         The Buyer intends to manage all work assigned under the contract.
         Therefore, the Seller will not generally submit subcontractor
         management and administration costs. The Buyer expects there may be
         certain Subcontract Task Orders that will require management efforts by
         the Seller. In these cases, specified management and administration
         requirements will be included in the Subcontract Task Order and priced
         by the Seller.

C.3      ADDITIONAL EFFORTS

         Subcontract Task Order Specific Statements of Work will be agreed upon
         and incorporated into the subcontract through issuance of a CSC
         Subcontracting Officer signed Subcontract Task Order or Subcontract
         Modification. (Issuing an STO will not require a contract modification
         unless the Subcontract Task Order causes the total cost of all
         Subcontract Task Orders to exceed the current contracted value. The
         Seller shall notify the Buyer when 75 percent (75%) of the subcontract
         value has been reached.).

                                       5
<PAGE>

                                    SECTION D
                              PACKAGING AND MARKING

D.1      PACKAGING AND MARKING

         All materials shipped or mailed under this contract shall be afforded
         the degree of preservation, packaging, and packing required to prevent
         deterioration and damage due to the hazards to which they may be
         subjected during shipment, handling, and storage. All preservation,
         packaging, and packing for shipment or mailing shall be in accordance
         with good commercial practice and adequate to ensure acceptance by
         common carrier and safe transportation at the most economical rate(s).



D.2      DELIVERABLES AND MARKING

         The Seller shall mark all deliverables with the contract number; title
         of the deliverable; date due; and preparer's name. In addition, when
         applicable, the Seller shall mark the deliverables with the Subcontract
         Task Order name/number; CSC Task Manager name; and the document status
         as a draft, final, or update.

         Additional deliverables marking information will be provided on the
         Subcontract Task Order issued when applicable. For example, for the
         shipment of prototype and pilot systems, the CSC will provide specific
         packaging and delivery instructions as may be required to ensure the
         safe shipment of the system.


D.3      SUBCONTRACTOR DOCUMENTATION AND OTHER DELIVERABLES

Due      to the nature of the work to be performed under this subcontract, the
         documents to be delivered include written reports, specifications, test
         documentation, and in some instances, drawings or sketches. The Seller
         shall establish and maintain a contract reporting and documentation
         preparation process that provides the highest quality products in a
         timely and cost effective manner. All documents produced under the
         contract shall comply with Government guidelines, directives, and
         standards, if applicable, or with industry standard reporting forms and
         formats, as specified in
          Subcontract Task Orders.

         In addition to providing the services specified by Subcontract Task
         Orders under this subcontract, the Seller may be required to submit
         prototype hardware and software products, test and evaluation
         equipment, and other development products. The Seller shall ensure that
         all products are delivered with all associated components necessary to
         render the product operational and with complete sets of documentation,
         instructions, or other literature that may be specified in Subcontract
         Task Orders.

                                       6
<PAGE>

                                    SECTION E
                            INSPECTION AND ACCEPTANCE

E.1      CLAUSES INCORPORATED BY REFERENCE

         The following clauses are incorporated by reference in accordance with
         the provisions of FAR Clause 52.252-2, Clauses Incorporated by
         Reference (JUN 1988), contained in Section I of this contract.




        FAR REFERENCE                              TITLE                                  DATE
----------------------------- ------------------------------------------------ ----------------------------
                                                                                  
52.246-4                      Inspection of Services - Fixed Price                       AUG 1996
----------------------------- ------------------------------------------------ ----------------------------

52.246-5                      Inspection of Services - Cost                              APR 1984
                              Reimbursement
----------------------------- ------------------------------------------------ ----------------------------

52.246-6                      Inspection - Time-And-Material and                         JAN 1986
                              Labor-Hour
----------------------------- ------------------------------------------------ ----------------------------


E.2      INSPECTION AND ACCEPTANCE

         CSC's Subcontract Technical Monitor (STM) will inspect and accept the
         supplies and/or services to be provided under this subcontract.

         Inspection and acceptance will be performed as stated in the issued
         Subcontract Task Order(s) and at the time(s) and location(s) identified
         in the Subcontract Task Order(s).

         Deliverables are assumed accepted unless rejected, in writing, within
         thirty (30) calendar days of receipt unless stated differently in a
         Subcontract Task Order. Those deliverables requiring acceptance
         testing, as described in the Subcontract Task Order, will have an
         acceptance/rejection period of ninety (90) calendar days from receipt
         of the deliverable, unless the period is stated otherwise in the
         Subcontract Task Order.

         Rejection of deliverables will be in writing and will be received by
         the Seller within the acceptance/rejection period, as described above,
         unless stated otherwise in the Subcontract Task Order. If a deliverable
         is rejected, the Seller shall make all appropriate corrections within
         14 calendar days from receipt of written notification and will resubmit
         to the Buyer for approval. If corrections are estimated to require more
         than 14 calendar days, the Seller shall deliver a corrective action
         plan within seven (7) calendar days from receipt of written
         notifications of rejection. The plan shall clearly describe the
         corrective actions to be taken and the proposed schedule for
         accomplishing the actions. . When the same deliverable is rejected
         three (3) times, the Buyer may terminate the particular task order for
         default.

E.3      INSPECTION SYSTEM - SUBCONTRACT

         Per FAR 46.105, The Buyer shall hold the Seller to the same standards
         of performance as required for Buyer's performance under the prime
         contract. The Seller shall adhere to the Buyer's work process and work
         management process as outlined in Sections G and H.

                                       7
<PAGE>

E.4      PERFORMANCE MEASURES
         The Buyer will evaluate contract level performance using 1) aggregate
         attributes of performance at the Subcontract Task Order Level, and 2)
         contract management and administration performance.



                                       8
<PAGE>

                                    SECTION F
                            DELIVERIES OR PERFORMANCE

F.1      CLAUSES INCORPORATED BY REFERENCE

The following clauses are incorporated by reference in accordance with the
provisions of FAR 52.252-2, Clauses Incorporated by Reference (JUN 1988),
contained in Section I of this contract.



FAR REFERENCE                                          TITLE                                   DATE
--------------------------------- ------------------------------------------------ -----------------------------
                                                                                      
52.242-15                         Stop-Work Order- Alternate I                               AUG 1989
--------------------------------- ------------------------------------------------ -----------------------------
52.247-34                         F.O.B. Destination                                         NOV 1991
--------------------------------- ------------------------------------------------ -----------------------------


F.2      PERIOD OF PERFORMANCE

The      period of performance shall commence upon date of subcontract award and
         shall remain in effect as set forth below:


         Year 1 - Base Period                       Date of award to 9/23/04
         Year 2 - Option 1                          9/24/2004 to 12/23/2004

         The end of each period shall coincide with the end date of the prime
         contract. In no case shall the subcontract continue beyond the end date
         of the prime contract.


F.3      TRANSPORTATION - RESERVED



F.4      REQUIRED TIME - PLACE OF DELIVERY AND PERFORMANCE

         The required time and place of delivery of products or provision of
         services to be provided under these contracts will be specified in each
         Subcontract Task Order. If a Subcontract Task Order fails to identify
         the required time and place of delivery, then the Seller shall promptly
         notify the Buyer and request due dates and/or destinations. All
         products and services will be ordered through the issuance of written
         Subcontract Task Orders/modifications to this subcontract.

F.5      REQUIREMENTS FOR REPORTS

         The following table lists the contract-level reports that the Seller
         must submit. The Seller is required to develop, implement, and update
         the following reports during performance of the contract. This list is
         not all inclusive; the task orders may specify the submission of
         additional reports.

                                       9
<PAGE>

         REPORT                          FREQUENCY                DUE DATE
------------------------------------ ---------------------- --------------------
         Subcontract Task                     Monthly                10
         Order Monthly                                               DARP
         Progress Report
------------------------------------ ---------------------- --------------------
         Contract- Level                      Monthly                10
         Monthly  Progress                                           DARP
         Report
------------------------------------ ---------------------- --------------------
         Contract Financial                   Monthly,               10
         Analysis Report                      Quarterly              DARP
                                              Annually
------------------------------------ ---------------------- --------------------
         Subcontract Task                     Monthly,               10
         Order Financial                      Quarterly              DARP
         Analysis Report                      Annually
------------------------------------ ---------------------- --------------------
         Self-Evaluation                      Semi-                  As
         Report                               Annually               indicated
                                                                     in Task
                                                                     Order
------------------------------------ ---------------------- --------------------
                         DARP - Day After Report Period


         The following sections provide the financial analysis status reporting
         and SER requirements. All financial reports shall be consistent with
         the Seller's invoice(s) for the reporting period.

F.5.1    SUBCONTRACT TASK ORDER MONTHLY PROGRESS REPORTS

         The Seller shall provide progress reports only for those Subcontract
         Task Orders that are managed by the Seller. Such reports shall be
         prepared in compliance with the CSC on- line Task Management
         Information System. The earned value for the report will be determined
         by a review of the Seller's progress in a meeting with the Buyer's
         Project Control Office.

F.5.2    CONTRACT-LEVEL MONTHLY PROGRESS REPORT

         The Seller shall provide a monthly contract-level progress report for
         use by the Buyer's senior management to detail the progress of the
         Seller's efforts of the performance of the contract. The report shall
         be a high-level overview of technical progress of the contract with
         specific references to the Seller's Subcontract Task Orders. The report
         shall contain a discussion of the allowing items:

         o        Technical, management and administration, quality assurance,
                  and contractual problems that affect contract performance
                  including any corrective actions.

         o        Cost savings and quality improvement recommendations.

         o        A summary of the software quality and productivity metrics for
                  software development and maintenance Subcontract Task Orders.

F.5.3    CONTRACT FINANCIAL ANALYSIS REPORT

         The Seller shall develop a monthly, quarterly, and annual financial
         analysis report for its contract. The report shall describe the
         financial condition of the contract. At a minimum, the report shall
         include the following information for the reporting period and
         inception to date:

                                       10
<PAGE>

         o        A summary of the Subcontract Task Order Financial Analysis
                  report

         o        A matrix that identifies the hours worked by FT for each task
                  order for all orders other than FFP orders

         o        A weighted average labor rate for each labor category for cost
                  reimbursable orders only

         o        An analysis of the cost ceilings and total cost incurred for
                  each Subcontract Task Order as applicable

         In addition to the items identified above, the Seller shall provide
         progress status for its contract. The progress status shall summarize
         the progress status for each Subcontract Task Order.

F.5.4    SUBCONTRACT TASK ORDER FINANCIAL ANALYSIS REPORT

         The Seller shall develop a monthly, quarterly, and annual financial
         analysis report for each Subcontract Task Order issued under its
         subcontract. The report shall describe the financial condition of each
         Subcontract Task Order. At a minimum, the report shall include the
         following data for the reporting period and inception to date:

         o        Breakdown of FTEs and hours by labor category, CSC Task/cost
                  account number , and Subcontract Task Order for all
                  Subcontract Task Orders other than FFP Subcontract Task
                  Orders.

         o        Total cost incurred by labor category, CSC Task/cost account
                  number Subcontract Task Order orders other than FFP task
                  orders.

         o        Indirect costs by labor category, CSC Task/cost account and
                  Subcontract Task Order for cost reimbursable Subcontract Task
                  Orders only, shall be provided to the Government for its use..

         o        Breakdown of allowed ODCs by materials, supplies, travel,
                  hardware, and software for each sub-task, CSC Task/cost
                  account number, and Subcontract Task Order for all Subcontract
                  Task Orders other than FFP Subcontract Task Orders.

         o        Total cost ceiling for each Subcontract Task Order for cost
                  reimbursable Subcontract Task Orders only.

         o        Total funding to date for each Subcontract Task Order.

         o        Remaining cost ceiling for each Subcontract Tas Order for cost
                  reimbursable Subcontract Task Orders only.

         o        Remaining funding for Subcontract Task Orders.

         o        Percentage of the work completed including a discussion of the
                  rationale used to develop the percentage and the tasks and
                  deliverables completed in the reporting period, to date, for
                  the next reporting period, and through the end of the task
                  order for FFP task orders only

                                       11
<PAGE>

F.6      WAIVER OF DELIVERY SCHEDULE

         None of the following shall be regarded as an extension, waiver, or
         abandonment of the delivery schedule or a waiver of CSC and/or the
         Government's right to terminate for default:

         o        Delay by the Buyer in terminating for default

         o        Acceptance of delinquent deliveries

         o        Acceptance or approval of samples submitted either after
                  default in delivery or in sufficient time for the Contractor
                  to meet the delivery schedule

         Any assistance rendered to the Seller on this contract or acceptance by
         CSC and/or the Government of delinquent goods or services hereunder
         will be solely for the purpose of mitigating damages and is not to be
         construed as an intention on the part of CSC and/or the Government to
         condone any delinquency, or as a waiver of any rights CSC and/or the
         Government may have under this contract.

F.7      NOTICE TO CSC OF DELAYS

         In the event the Subcontractor encounters difficulty in meeting
         performance requirements, or when the Subcontractor anticipates
         difficulty in complying with the contract delivery schedule or
         completion date, or whenever the Subcontractor has knowledge that any
         actual or potential situation is delaying or threatens to delay the
         timely performance of this subcontract, the Subcontractor shall
         immediately notify CSC's Subcontractor Technical Monitor and the
         Subcontract Administrator, in writing, giving pertinent details.
         However, this data shall be informational only in character and this
         provision shall not be construed as a waiver by CSC and/or the
         Government of any delivery schedule or date, or any rights or remedies
         provided by law or under this subcontract.

                                    SECTION G
                         SUBCONTRACT ADMINISTRATION DATA

G.1      GENERAL

         At a minimum, the following paragraphs shall apply to all Subcontract
         Task Orders issued under this subcontract. Additional subcontract
         administration data may be specified in each Subcontract Task Order.

G.2      INVOICE INSTRUCTIONS AND PAYMENT ADDRESS

         The following invoice instructions apply to all Subcontractor Task
         Orders (STOs) awarded pursuant to this Subcontract:

                                       12
<PAGE>

         a)       Non-Labor Invoices shall be submitted against this Subcontract
                  Agreement on a monthly basis and must be received by Buyer no
                  later than the 8th working day of the month following the
                  month during which the work was performed. When received by
                  the 8th working day of each month, Buyer will pay the Seller
                  no later than forty-five (45) calendar days after receipt of a
                  correct and properly executed invoice. All invoices submitted,
                  except FFP (for T&M and CPAF labor see below), shall be signed
                  and approved by an authorized official of the Seller who shall
                  certify that the invoiced amounts are indeed accurate and that
                  Seller has in its possession records for all direct and
                  indirect costs expended that substantiate all invoices
                  submitted to Buyer for payment. Invoices for services received
                  must be provided no later than 90 days after delivery of
                  services. Invoices received after that date will not be
                  considered for payment.

         b)       Such records shall be made available for audit by cognizant
                  Government agencies upon request at any time from the date of
                  this Subcontract Agreement until three (3) years after final
                  payment hereunder.

         c)       Seller shall comply with all provisions of FAR 52.216-7,
                  "Allowable Cost and Payment", and FAR 52.232-7, "Payments
                  under Time and Materials and Labor-Hour Contracts", as
                  identified in each STO issued hereunder.

         d)       All original invoices must be delivered to:


                  Computer Sciences Corporation
                  U.S. Shared Service Center
                  Accounts Payable, Mail Code 411
                  P.O. Box 1728 Sterling, VA 20166-9514

                  OR

                  e-mailed to [email protected] If you choose to send the
                  invoice to the e-mail address DO NOT forward a hard copy to
                  the P.O. Box referenced above.

         Each original invoice must have the following information clearly
         printed on the first page of the invoice:

         o        A valid CSC provided Purchase Order number
         o        An invoice number that is unique (not repeated on an other
                  invoice received from the subcontractor)

Invoices should only reference one CSC Purchase Order number per invoice (i.e.,:
summary billing is not acceptable)

         e)       In order to comply with the Taxpayer Relief Act of 1997, The
                  Seller shall separately subtotal taxable services and
                  nontaxable materials and supplies on each invoice. If
                  subtotals are not specified on the invoices, CSC will presume
                  that the entire invoice amount is reportable and will be shown
                  on the Form 1099-MISC generated by CSC and provided to the
                  Seller and Internal Revenue Service.

         f)       All other terms and conditions regarding invoicing or payments
                  remain unchanged to the extent they do not conflict with this
                  clause. In the event of a conflict between such other term or
                  condition and this clause, the terms of this clause shall have
                  precedence.

                                       13
<PAGE>


         INVOICE INSTRUCTIONS FOR FFP TYPE STOS

1.       Separate invoices shall be submitted for each STO issued to the Seller
         upon successful completion of (1) the billing milestones identified in
         a STO pursuant to FAR 52.232-16, "Progress Payments", or (2) in
         accordance with an Invoice Payment Schedule specified in each STO
         issued hereunder, as applicable.

2.       For FFP STOs where Progress Payments have been identified, the
         Subcontractor will submit invoices in equal amounts as specified in
         each STO, with payments to be made as follows:

         a)       Approval of invoices will be subject to the receipt and
                  acceptance, by CSC of the associated monthly task reports.

         b)       Approval of final invoice(s) shall be subject t the receipt
                  and acceptance of the final task report, final patent report
                  (if applicable) and final new technology report (if
                  applicable).

3.       For FFP STOs where an Invoice Payment Schedule has been specified,
         invoices shall be submitted upon successful completion of the
         milestones identified in the Payment Schedule identified in the STO.


         INVOICE INSTRUCTIONS FOR T&M TYPE STOS

1.       The Seller is not required to submit invoices for labor under T&M STOs.
         Instead, the Seller shall be paid through the Buyer's "Subcontractor
         Information Management System" (SIMS) which uses the data entered into
         the Buyer's "Time Entry System" (TES) as described in Article G.11,
         Labor Reporting.

2.       For T&M STOs, resumes must have received approval by CSC prior to
         entering any labor hours into TES, for that Subcontractor employee. By
         entering the hours worked into TES and approving the hours in TES, for
         each of the Subcontractor's employees, the Subcontractor certifies that
         the hours entered are complete and accurate and that the Subcontractor
         has in its possession, records for substantiating all hours reported to
         CSC. The Subcontractor also certifies that the individual(s) billed to
         each STO meet the labor category qualifications cited in Attachment ___
         of the Subcontract Agreement.

3.       The Seller is required to submit invoices for Materials/ODCs incurred
         under each STO on a monthly basis in hardcopy, in accordance with the
         provisions of FAR 52.232-07, "Payments Under Time and Materials and
         Labor-Hour Contracts", except that withholding of five percent (5%)
         shall be waived.

                                       14
<PAGE>

4.       Invoices submitted for reimbursement of Materials/ODCs shall be
         itemized and may be invoiced at cost plus a material handling rate (or
         G&A), as approved by the Subcontractor's cognizant auditor and CSC, on
         both a current and cumulative basis. Profit/fee on Materials/ODCs is
         not allowable. Actual receipts are not required, but must be maintained
         by the Subcontractor for audit purposes to substantiate the amounts
         being invoiced. The Subcontractor shall comply with all government
         travel regulations in effect at the time of travel, and no costs will
         be allowable which exceed any such regulations and limits. CSC shall
         have the right to request an audit or verification of expenses from
         DCAA of any related and supporting detail for the above items.

5.       Subcontractor shall certify by signing the Position designation
         Determination Form, or other form as required by CSC Management or the
         INS STARS Customer, each individual billed to an INS STARS Position
         Category meet the requirements of the Position category, as defined
         within the Task Order or Subcontract with CSC. At any time during the
         performance of the subcontract, should an individual later be
         determined to have not met the Position category qualification
         requirements, CSC shall be reimbursed for any monies paid to the
         Subcontractor.

         e)       6. Sample Invoice (Page Insert)


                                       15
<PAGE>

    

(PAGE INSERT) SAMPLE INVOICE

                                                  COMPUTER SCIENCES CORPORATION
                                                    SYSTEMS SCIENCES DIVISION
                                                     15245 SHADY GROVE ROAD
                                                    ROCKVILLE, MARYLAND 20850


INVOICE
  #XX
FOR SERVICES PROVIDED FROM MM/DD/YY THROUGH MM/DD/YY


                                                    RE:(INSERT COMPANY NAME)
                                                  SUBCONTRACT NO. ____________
                                                SUBCONTRACT TASK ORDER NO.______



---------------------------------------------------------------------------------------------------------------------------------
                                      CURRENT                                                         CUMULATIVE

Labor                                           Labor      Total Hours Total Amount     Total         Total
Code      Employee Name   Labor Description      Rate                                   Hours        Amount

                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -
                                            $        -     0.0         $        -    0.0          $        -

---------------------------------------------------------------------------------------------------------------------------------
Total Labor                                                0.0         $        -    0.0          $        -

           TRAVEL DETAIL                                                                 MEALS/       CURRENT     CUMULATIVE TOTAL
             EMPLOYEE       Destination         Dates        AIRFARE      HOTEL       INCIDENTALS      TOTAL

                                            MM/DD-MM/DD    $        -    $        -    $        -    $        -
                                                           $        -    $        -    $        -    $        -
                                                           $        -    $        -    $        -    $        -
                                                           $        -    $        -    $        -    $        -
                                                           $        -    $        -    $        -    $        -
                                                           $        -    $        -    $        -    $        -
                                                           $        -    $        -    $        -    $        -
                                                           $        -    $        -    $        -    $        -

          SUBTOTAL TRAVEL                                  $        -    $        -    $        -    $        -
          TOTAL TRAVEL
                                                          =======================================================================
                                                                                       $        -    $        -


              OTHER DIRECT COST DETAIL                 DATES                                         CURRENT       Cumulative
                    DESCRIPTION                    MM/DD-MM/DD                                        TOTAL           Total

                                                                                                  $        -
                                                                                                  $        -
                                                                                                  $        -
                                                                                                  $        -
                                                                                                  $        -

          SUBTOTAL ODCS                                                                           $        -
                                                                                                  ============= =================
          TOTAL ODCS                                                                              $        -    $        -


          TOTAL INVOICE AMOUNT              $        -                               TOTAL CUMULATIVE AMOUNT    $        -
                                            --------------                                                      ---------------

                  "_______________________________ (insert Company Name) hereby
         certifies that each individual(s) billed to a labor category cited on
         this invoice meet the qualifications of said labor category, as defined
         within its subcontract with CSC.
                  -------------------------------             ------------------------------
                                    Signature                                          Title


                                                                16
<PAGE>

G.3      SUBCONTRACT MANAGEMENT

         The administration of the subcontract will require maximum coordination
         between the Buyer and the Seller. The following individuals will be the
         Buyer's points of contact during the performance of the subcontract.

         Designate below is the person(s) who may be contacted for action on
         matters pertaining to the administration of the Subcontract for both
         CSC and Seller.

         COMPANY:                  ERGO Systems, Inc. (Seller)
         NAME                      Michael Curran
         TITLE:                    Chief Technical Officer
         Telephone No.             401-453-3595 x102
         E mail                    [email protected]
                                   -------------------------
         (Hereinafter referred to as Subcontractor, Offeror, or Seller)

         COMPANY:                  Computer Sciences Corporation (CSC) (Prime)
         NAME                      Michael R. Stevenson
         TITLE:                    Senior Subcontracts Administrator
         Telephone No.: 703-279-3582               Facsimile: 703-279-3505
         E mail: [email protected]
         (Hereinafter also referred to as CSC, Prime, Contractor, or Buyer)


         CSC may, by written notice to the Seller, change such Subcontract
         Administrator at any time. If the Seller complies with any other
         direction, interpretation, approval, disapproval, conditional approval,
         or determination, written or oral, from someone other than CSC's
         Subcontracts Administrator stated above, except as provided in G.3, it
         shall be at the Seller's risk and CSC shall not be liable for any
         increased costs, delay in performance or contract non-performance by
         the Seller. All written direction received by the Subcontractor from
         CSC shall be acknowledged by Subcontractor's signature and returned to
         CSC's Subcontract Administrator within Three (3) working days of
         receipt by Seller.


         (a)      Subcontract Administrator
                  -------------------------

                  All subcontract administration will be effected by the
                  Subcontract Administrator (SA), or designee. Communications
                  pertaining to contractual administrative matters will be
                  addressed to the SA with a copy to the Business Management
                  Office (BMO), Business/Contracts Manager. The word "Buyer" as
                  used throughout this contract or its attachment refers
                  specifically to the SA. The SA is the only person authorized
                  to approve changes in any of the requirements of this
                  contract, and notwithstanding any provisions contained
                  elsewhere in this contract, said authority remains solely with


                                       17
<PAGE>

                  the SA. No changes or deviation from the scope of work shall
                  be effected without a written modification to the subcontract
                  executed by the SA authorizing such changes. Should schedule
                  conditions warrant a "rapid reaction", the SA may issue a
                  verbal authorization to initiate work. Should this occur,
                  written confirmation shall be provided to the Seller within
                  five (5) calendar days following the verbal authorization to
                  proceed.


         (b)      Subcontract Administrator Technical Representative (SATR)
                  ---------------------------------------------------------

                  The performance of work required herein shall be subject to
                  the technical direction of the Subcontract Administrator's
                  Technical Representative (SATR) or the designee specified in
                  each Subcontract Task Order with respect to technical matters
                  pertaining hereto. As used herein, "Technical Direction" is
                  direction to the Seller that fills in details, suggests
                  possible lines of inquiry, or otherwise supplements the scope
                  of work. "Technical Direction" must be confined to the general
                  scope of work set forth herein and shall not constitute a new
                  assignment, nor supersede or modify any other clause of this
                  contract. To be valid, technical direction:

                  o        Must be issued in writing consistent with the general
                           scope of work set forth in the contract;

                  o        Shall not change the expresse terms, conditions, or
                           specifications incorporated into this contract;

                  o        Shall not constitute a basis for extension to the
                           contract delivery schedule or contract price

         The SATR or designee is authorized to:

                  o        Act as liaison to coordinate Seller/Buyer activities;

                  o        Arrange for and coordinate th use of Buyer resources
                           (personnel, space, documents, etc.);

                  o        Provide technical guidance in the performance of the
                           contract;

                  o        Receive, review, and approve or accept (but not
                           reject) services and products delivered under the
                           contract;

                  o        Certify invoices/vouchers for payment based on the
                           acceptance of products and/or services delivered;

                  o        Evaluate and report on Seller performance; and

                  o        Perform other technical functions to facilitate the
                           administration of the contract.

                  In accordance with the Inspection and Acceptance clause in
                  Section E, the authority to reject deliverables or deny
                  payments under the contract rests with the Subcontract
                  Administrator.

                  The SATR or designee does not have the authority to alter the
                  Seller's obligations under the contract, direct changes that
                  fall within the purview of the clause entitled "Changes",
                  and/or modify any of the expressed terms, conditions,
                  specifications, or cost of the contract. If as a result of
                  technical discussions, it is desirable to alter/change
                  contractual obligations or the Subcontract Task Order, the SA
                  shall issue such changes in writing.

                                       18
<PAGE>

                  The SATR to be assigned cognizance of the subcontract will be
                  identified at time of the award of the subcontract.

         (c)      The Subcontract Task Monitor (STM).
                  -----------------------------------

                  The Subcontract Task Monitor will be designated with a task
                  order award to monitor and coordinate all technical aspects
                  and assist in the administration of individual Subcontract
                  Task Orders.

                  Only the STM and SATR are authorized to provide technical
                  direction to the Seller, and such direction must be within the
                  scope described herein

         (d)      Technical Direction
                  -------------------

                  Performance of work under this Subcontract shal be in
                  compliance with the Statement of Work and any approved
                  Subcontract Task Orders.

                  All technical direction shall be within the scope of the
                  Subcontract and the Subcontract Task Order. No oral statements
                  of any person whosoever will in any manner or degree modify or
                  otherwise affect the terms of this Subcontract. Technical
                  coordination shall not result in any action that:

                  a.       constitutes an assignment of additional work outside
                           the SOW or the Subcontract Task Order,

                  b.       constitutes a change as defined in the contract
                           clause entitled "Changes" for Firm Fixed Price, Time
                           and Material and Cost Reimbursement contracts,

                  c.       causes an increase in the total Subcontract ceiling,
                           task order price, or the time required for contract
                           or Subcontract Task Order performance,

                  d.       changes any of the expressed terms, conditions or
                           specifications of the Subcontract or Subcontract Task
                           Order, or

                  e.       interferes with the Seller's right to perform the
                           terms and conditions of the contract.

G.4      ORDERING

         The INS will issue Request for Task Order Proposals to the Buyer. The
         Buyer will be responsible for submitting a competitive Task Order
         Proposal. The Seller will support the preparation of the proposal to
         the appropriate extent. The Seller will also support the Task Order
         Planning Process which forms the basis for Task Order Management. Upon
         award to the Buyer by the INS, the Buyer will issue a Subcontract Task
         Order according to the following Process:

                                       19
<PAGE>

         a)       Within the scope of the Statement of Work identified in
                  Section C and Attachment I, the Subcontracts Administrator
                  will issue written Subcontract Task Orders to the Seller.
                  Individual task(s) will be communicated to the Seller by
                  Subcontract Task Order documents wherein the work to be
                  performed is described in terms of scope, deliverables,
                  schedule, milestones, and funding. The procedure for
                  establishing tasks will be as follows:

                  Each task statement will:

                  (i)      State the specific requirements and objectives of the
                           task.
                  (ii)     List appropriate reference material
                  (iii)    State task accomplishment schedule
                  (iv)     Identify data requirements (v) Identify a specific
                           Buyer Task Monitor who will be the technical point of
                           contact for the Subcontract Task Order.
                  (vi)     Specify the CSC WBS/cost account numbers to be
                           charged for the work
                  (vii)    Specify what reports if any, that will be required of
                           the subcontractor
                  (viii)   Specify allowable management functions
                  (ix)     Specify allowable ODCs

         b)       Upon receipt of the task statement, the Seller shall meet with
                  the Buyer to develop jointly a plan for the budget and
                  execution of the task. Seller shall then submit a cost (or
                  price for a FFP Subcontract Task Order) proposal consisting of
                  the time-phased monthly full-time equivalent staff and cost to
                  complete the work in each CSC cost account. In addition, the
                  proposal shall include, for the overall task, the man-hour
                  requirements (by category of skill), and costs, to complete
                  the task. The proposal shall identify and provide rationale
                  for all non-labor cost elements (allowed by the Subcontract
                  Task Order and required for the task performance. After
                  review, evaluation, negotiation, subsequent acceptance of the
                  proposal, the Seller(s) will be authorized by a Subcontract
                  Task Order/modification, to proceed with the work either as
                  proposed or identified by Buyer. Note that Subcontract Task
                  Order Proposal development costs are not recoverable.

         c)       Buyer will decide the mix of effort by each Seller(s) for
                  every Task Order and issue appropriate Subcontract Task
                  Orders. This mix will depend on the nature of the work,
                  recognition as experts, leaders, or niche area expertise,
                  small business concerns and/or extent of any Organizational
                  Conflict of Interest limitations. In the case of relatively
                  high dollar value requirements, it is likely that more than
                  one team member will be utilized. Team members will be aware
                  of their participation prior to award of any individual member
                  Subcontract Task Order.

         d)       The Seller is not authorized to commence task performance
                  prior to issuance of the Subcontract Task Order by the
                  Subcontract Administrator as outlined in Section G.3 above.
                  Any work performed not at the specific direction of the
                  Buyer's Subcontract Administrator is solely at the Seller's
                  risk and the Buyer is not obligated to reimburse Seller for
                  such work.

                                       20
<PAGE>

         e)       All Subcontract Task Orders are subject to the terms and
                  conditions of this Agreement. In the event of conflict between
                  a Task Order and this Agreement, the Agreement shall control.


G.5      MODIFICATION/WAIVER

         No modification of this Agreement (including any additional or
         different terms of the Seller) shall be binding on Buyer unless agreed
         to in writing and signed by Buyer's Subcontracts Administrator. No
         course of dealing or failure by Buyer to strictly enforce any term
         right or condition of this Agreement shall be construed as a waiver of
         such term, right or condition.


G.6      SEVERABILITY

         If any provision of this Agreement is or becomes void or unenforceable
         by force or operation of law, the other provisions shall remain valid
         and enforceable.

G.7      DEFAULT

         Seller is in default upon the occurrence of any one or more of
         the following: (1) Seller fails to make delivery of supplies or fails
         to perform the services within the time specified in this order; (2)
         Seller fails to perform in accordance with the provisions of this
         order; or (3) Seller so fails to make progress as to endanger
         performance of this order in accordance with its terms. In these cases,
         Buyer shall, in writing, provide a ten (10) day period (or more if
         authorized in writing by the Buyer) within which Seller may cure its
         default prior to Buyer's terminating the order for default.


G.8      REMEDIES FOR DEFAULT

         Buyer, by written notice to Seller, may terminate this order, in whole
         or in part, if Seller is in default. Upon such termination, Buyer may
         procure, upon such terms as it shall deem appropriate, supplies similar
         to those so terminated, in which case Seller shall continue performance
         of this order to the extent not terminated and shall be liable to Buyer
         for any excess cost for such similar supplies. As an alternate remedy,
         and in lieu of termination for default, Buyer, at its sole discretion,
         may elect (1) to extend the contract delivery schedule, and/or (2) to
         waive other deficiencies in Seller's performance, in which case an
         equitable reduction in the Purchase Order price shall be negotiated. If
         the failure to perform is caused by the default of a Subcontractor at
         any tier and if such default arises out of causes beyond the control of
         both Seller and Subcontractor and without the fault or negligence of
         either of them, Seller shall not be liable for any excess costs for the
         failure to perform, unless the supplies or services to be furnished by
         Subcontractor were obtainable from other sources in sufficient time to
         permit Seller to meet the required delivery schedule. The rights and
         remedies of the Buyer provided in this clause shall not be exclusive
         and are in addition to any other rights and remedies provided by this
         order or by law or equity. Failure of Buyer to insist on strict
         performance shall not constitute a waiver of any of the provisions of
         this order or waiver of any other default of Seller.

                                       21
<PAGE>

G.9      ORDER OF PRECEDENCE

         The rights and obligations of the parties hereto shall be subject to
         and governed by PARTS I through IV of this Subcontract. To the extent
         of any inconsistency between the Sections in PART I, "The SCHEDULE"
         they shall be resolved in writing by mutual agreement of the parties.
         As to any inconsistency between the other PARTS or any specifications
         or other provisions which are made a part of this Subcontract by
         reference or otherwise, the inconsistency shall be resolved by giving
         precedence in the following order: a) Section I-Contract Clauses; b)
         Subcontract Task Order(s) with it's SOW; c) Section C, SOW; d) Other
         Section J Attachments in order; e) Section K; f) Subcontractor's RFP
         responses. If any provision(s) of this Subcontract becomes void or
         unenforceable by force of operation of law, the remaining provisions
         shall remain valid and enforceable.


G.10     HOLIDAYS AND BILLABLE TIME

         (a)      Authorized holidays for subcontractor personnel performing
                  work at a government site shall correspond with government
                  holidays. Regular government holidays are as follows:

                  New Year's Day                        Labor Day
                  Martin Luther King Jr.'s Birthday     Columbus Day
                  President's Day                       Veteran's Day
                  Memorial Day                          Thanksgiving Day
                  Independence Day                      Christmas Day


         (b)      Authorized holidays for subcontractor personnel performing
                  work at the Buyer's site shall correspond with the Buyer's
                  holidays. Regular Buyer holidays are as follows:

                  New Year's Day                        Labor Day
                  President's Day                       Thanksgiving Day
                  Memorial Day                          Day after Thanksgiving
                  Independence Day                      Christmas Day
                                                        Day after Christmas
                                                        (tentative)

         (c)      BILLABLE TIME. Billable hours consist of the number of normal
                  work hours that services are actually performed. Billable
                  hours do not include:

                  1)       the number of normal work days that contractor
                           personnel are not permitted to work because of lack
                           of security clearance or proper identification
                           required under the terms of the contract, even though
                           such personnel might otherwise be available for work
                           on those days, unless such delays are caused by the
                           Government;

                                       22
<PAGE>

                  2)       the number of normal work days that subcontractor
                           personnel are not available for work;

                  3)       the number of normal work days that services were not
                           performed or were NOT AVAILABLE because of security
                           reasons, voluntary resignation, death, incapacity,
                           illness, vacation or removal by the subcontractor of
                           subcontractor personnel. Additionally, the contractor
                           shall not be paid for labor incurred by contractor
                           personnel assigned to OCONUS Government installations
                           when said Government installations are closed for
                           holidays not recognized by the contractor. These
                           subcontractor personnel shall not be required by the
                           Government to work on such holidays.

                  4)       the number of normal work days during which
                           subcontractor personnel are detained after capture by
                           hostile forces or persons as prisoners or hostages or
                           otherwise; but this paragraph shall not prevent
                           payment from being made pursuant to Chapter 12, title
                           42 of the U.S. Code Section 1701 through 1717 as
                           amended;

                  5)       travel time to and from job assignment for leave or
                           holidays.

G.11     LABOR REPORTING-TES

         TES is an Interactive Voice Response System (IVRS) developed by CSC
         Corporate MIS to record hours worked. TES will be provided by CSC and
         is required for all Subcontractors on the INS Stars Program. All time
         for a given week must be entered into the system no later then 3 PM on
         each Friday and will include any hours worked beginning from 12:01am
         the previous Saturday morning. The CSC TM will coordinate appropriate
         training in the use of TES. The Subcontractor will select an individual
         to approve the time recorded by Subcontractor Personnel in TES weekly -
         not later than 5pm each Friday. CSC personnel will verify the time
         charged by Subcontractor Personnel. Corrections to already approved
         hours are to be done on a Subcontractor Correction Request form and
         signed/approved, in ink by the Subcontractor and submitted to the CSC
         Technical Monitor. If the Subcontractor has any problems/issues with
         labor hours submitted into TES, CSC must be notified within 30 days or
         risk being paid for the labor hours in question.

         Time entry will include a multi character Project Code and a multi
         character Assignment Code based upon the CSC WBS. TES shall provide
         electronic files for the Subcontractor. The files shall contain the
         labor information entered. In addition, an associated hardcopy of the
         information for each organization shall also be provided.

         Payment will be made to the Subcontractor based on APPROVED TES data,
         in accordance with the invoice instructions of this subcontract.

                                       23
<PAGE>

                                    SECTION H
                               SPECIAL PROVISIONS

H.1      CONFLICT OF INTEREST (FAR 9.5)

         It is understood and agreed that the Seller, under the terms of this
         Subcontract, or through the performance of the Statement of Work made a
         part of this Subcontract, is neither obligated nor expected to deliver
         or provide material or perform work, which will place the Seller in an
         Organizational Conflict of Interest, which could serve as a basis for
         excluding the Seller from supplying products or services to the
         Immigration and Naturalization Service (INS) or other Government
         agencies. Further, during the course of this contract, the Buyer will
         not knowingly unilaterally direct the Seller to perform work, in
         contravention of the above understanding. It will be the Seller's
         responsibility to identify any situation in which the potential for an
         Organizational Conflict of Interest exists. However, prior to the
         execution of any Subcontract Task Order or amendment thereto, if the
         Subcontract Administrator discerns the potential for an Organizational
         Conflict of Interest insofar as the work to be performed there under is
         understood to involve the preparation of a complete specification of
         materials leading directly, predictably and without delay to a
         Statement of Work which will be used in the competitive procurement of
         a system, the Buyer shall notify the Seller, and the parties shall
         mutually take action to resolve any potential organizational conflict
         of interest.


H.2      CONFERENCES

         The Buyer's Subcontract Administrator, or his duly authorized
         representative, may call a conference from time to time as deemed
         necessary to discuss any phase of performance under the Subcontract.
         All discussions, problems encountered, solutions reached, and
         evaluations made during any conference shall be documented in the next
         Management Level Monthly Progress Report for current reporting period.
         In any case, such reporting shall not, in and of itself, constitute
         formal direction to and/or Subcontract Administrator acceptance of the
         topics discussed.


H.3      TRAVEL

         (a)      Official travel of Seller personnel away from their duty
                  station that was not identified in the negotiated Subcontract
                  Task Order shall not be undertaken unless, advance, prior
                  approval has been obtained from the Buyer TM. If travel causes
                  additional costs to the Subcontract Task Order, written
                  approval by the Buyer is REQUIRED.

         (b)      The Seller's request for travel shall be in writing and
                  contain the dates, locations, and estimated costs of the
                  travel.

         (c)      Cost associated with the Seller's travel shall be in
                  accordance with FAR Part 31.205-46.

                                       24
<PAGE>

H.4      WORK AT A GOVERNMENT SITE

         If the Subcontractor (or any of its subcontractors and their employees)
         is assigned to work at INS facilities, then the Subcontractor shall
         comply with the regulations governing access to, operation of, and
         conduct while in or on the premises. The Subcontractor shall ensure
         that all work is performed in a manner that does not interrupt or
         interfere with the conduct of Government business.


H. 5     INSURANCE SCHEDULE

         In accordance with FAR 52.228-7, "Insurance Liability to Third Persons
         APR 1984," the Subcontractor shall secure, pay the premiums for and
         keep in force until the expiration of this contract, and any renewal
         thereof, adequate insurance as provided below, such insurance to
         specifically include liability assumed by the Seller under this
         subcontract.

         a.       Property damage liability with a limit of not less than
                  $100,000 for each accident.

         b.       Automotive bodily injury liability insurance with limits of
                  not less than $200,000 for each person and $500,000 for each
                  accident, and property damage liability insurance, with a
                  limit of not less than $40,000 for each accident.

         Each policy of insurance shall contain an endorsement that any
         cancellation or material change in the coverage adversely affecting the
         Buyer's interest shall not be effective unless the insurer or the
         Seller gives written notice of cancellation or change, as required by
         the Buyer. When the coverage is provided by self-insurance, the Seller
         shall not change or decrease the coverage without the Subcontract
         Administrator's prior approval.

         A certificate of each policy of insurance shall be furnished to the
         Subcontract Administrator within ten (10) days after notice of award
         certifying, among other things, that the policy contains the
         aforementioned endorsement. The insurance company providing the above
         insurance shall be satisfactory to the Buyer. Notices of policy changes
         shall be furnished to the Subcontract Administrator.


H.6      NOTIFICATION REQUIREMENTS UNDER TIME AND MATERIAL AND COST
         REIMBURSEMENT CONTRACTS

         Seller notification requirements for FAR 52.232-20(b) "Limitation of
         Cost" for CPFF, CPIF and CPAF Subcontract Task Orders, and FAR
         52.2327(c) "Payments under Time and Materials and Labor Hours" for T&M
         Subcontract Task Orders (clauses are in Section I by reference), shall
         be accomplished only by separate correspondence directed to the
         Subcontract Administrator with copies to the Subcontract Task Monitor
         and Business Management Office. No other form of "notification" (e.g.,
         mention in any type of monthly progress or status report) will effect
         compliance. Further, notification to any individual other than the
         Buyer's Subcontract Administrator shall not constitute compliance with
         this requirement.

                                       25
<PAGE>

H.7      PERSONNEL QUALIFICATIONS

         (a)      The labor category descriptions in each Task Order or Position
                  Designation Determination Form depict the types of personnel
                  that shall typically be provided by the Seller in support of
                  task orders and are incorporated into this Subcontract.

H.8      KEY PERSONNEL

         (a)      The personnel specified as key personnel are considered
                  essential to the work performed under the STARS Program
                  subcontracts. Before diverting the specified individuals to
                  other programs, the Subcontractor shall notify the Subcontract
                  Administrator no less than 30 calendar days in advance and
                  shall submit justification (including the names and resumes of
                  the proposed substitutions) in sufficient detail to permit
                  evaluation of the impact on the program. The proposed
                  substitutions shall possess qualifications equal or superior
                  to those of the key person(s) being replaced. No diversion or
                  substitution shall be made by the Subcontractor without the
                  written consent of the Subcontract Administrator. The list of
                  key personnel set forth in this clause may be amended from
                  time to time during the contract either to add or delete
                  personnel, as appropriate.

                  Substitution or diversion of key personnel shall be handled as
                  specified in the preceding paragraph, with the exception that
                  during the FIRST 180 DAYS of this contract, no key personnel
                  substitutions will be permitted unless such substitutions are
                  necessitated by an individual's sudden illness, death, or
                  termination of employment. In any of these events, the
                  Subcontractor shall promptly notify the Subcontract
                  Administrator and provide the information required by the Key
                  Personnel clause. The Government and CSC reserve the right to
                  identify or require the designation of key personnel on a
                  Subcontract Task Order Task basis during subcontract
                  performance.

H.9      SECURITY

         This document is unclassified; however, the classification of the work
         to be performed on specific Task Orders issued under this contract may
         require security clearances. In that event, the Seller will be advised
         of the requirements in the SOW. The Seller shall follow conscientiously
         the security requirements identified in the SOW and other guidance that
         may be established by the Buyer's Subcontract Administrator.

H.9.1    ACCESS TO CLASSIFIED INFORMATION

         Performance of this contract requires that the Contractor,
         subcontractor(s), vendor(s), etc., (herein known as Seller) require(s)
         access to classified National Security Information (herein known as
         classified information). Classified information is Government
         information, which requires protection in accordance with Executive
         Order 12958, Classified National Security Information, and
         supplementing directives.

                                       26
<PAGE>


         The Seller shall abide by the requirements set forth in the DD Form
         254, Contract Security Classification Specification, provided in
         Section J of the subcontract, and the National Industrial Security
         Program Operating Manual (NISPOM) for the protection of classified
         information at its cleared facility, if applicable, as directed by the
         Defense Investigative Service. If the Seller has access to classified
         information at a Buyer or Government facility, it shall abide by the
         requirements set by that agency.

H.10     NONDISCLOSURE OF SENSITIVE AND/OR PROPRIETARY DATA

         The Seller recognizes that in the performance of this contract it may
         receive or have access to certain sensitive information, including
         information provided on a proprietary basis by carriers, equipment
         manufacturers and other private or public entities. The Seller agrees
         to use and examine this information exclusively in the performance of
         this Subcontract and to take the necessary steps in accordance with
         Buyer regulations to prevent disclosure of such information to any
         party outside the Buyer or Buyer designated support contractors
         possessing appropriate proprietary agreements, as listed in paragraph
         (a) below.

         (a)      Indoctrination of Personnel. The Seller agrees to indoctrinate
                  its personnel who have access as to the sensitive nature of
                  the information and the relationship under which the
                  contractor has possession of or access to the information.
                  Seller personnel shall not engage in any other action, venture
                  or employment wherein sensitive information will be used for
                  the profit of any party other than those furnishing the
                  information. The Seller shall restrict access to
                  sensitive/proprietary information to the minimum number of
                  employees necessary for contract performance.

H.11     BUYER FURNISHED EQUIPMENT, INFORMATION OR SERVICES

         (a)      It is anticipated that for some Subcontract Tas Orders,
                  Government Furnished Equipment (GFE) will be specified in the
                  individual order (at the discretion of the Buyer) with
                  specified delivery dates. Such equipment will be returned to
                  the Buyer upon the conclusion of the subcontract, as specified
                  in the individual Subcontract Task Order, or as directed in
                  writing by the Buyer's Subcontract Administrator.

         (b)      Government Furnished Information (GFI) relevant to the tasks
                  to be performed under this subcontract will be provided to the
                  Seller for use during the performance of the Subcontract Task
                  Order as specified in the orders (at the discretion of the
                  Government or Buyer) with specified delivery dates. These
                  documents will be returned to the Buyer upon the conclusion of
                  the subcontract, as specified in the individual task order, or
                  as directed in writing by the Subcontract Administrator.

         (c)      In the case that GFE or GFI are not provided to the Seller by
                  the specified date, the Task Monitor will be immediately
                  notified by the Seller. The Seller will indicate impact and
                  request direction from the Buyer's TM and Subcontract
                  Administrator.

                                       27
<PAGE>

         (d)      Sellers are responsible and liable for GFE property in their
                  possession pursuant to FAR 52.2451, 52.2452 and 52.2455, as
                  applicable.

H.12     PUBLICITY

         The Seller shall not be unduly restricted from disclosing to the public
         the salient details of the contract arrangement as to meet its SEC
         requirements to report to the public all material events which involve
         the Seller. In all cases the Seller shall not disclose any confidential
         or proprietary information pertaining to the Buyer, nor shall it
         disclose any confidential or proprietary information that pertains to
         the Department of Homeland Security. On the occasions that the Seller
         must disclose salient details to its shareholders of this contract, it
         shall allow the Buyer and or the Department of Homeland Security a
         period not to exceed 48 hours to review and edit such disclosure
         material. Those persons authorized to review and edit such disclosure
         material are the Contract Officers whom represent the Buyer and the
         Department of Homeland Security.

H.13     EMPLOYMENT OF ILLEGAL ALIENS

         Subject to existing laws, regulations, and Executive Orders and other
         provisions of this subcontract, illegal or undocumented aliens shall
         not be employed by the Subcontractor, or subcontractors if applicable,
         to work on, under, or with this contract. The Subcontractor shall
         ensure that this provision is expressly incorporated into any and all
         subcontracts or subordinate agreements issued in support of this
         subcontract.

H.14     DISPUTES

         (a)      If a decision on any question of fact or law is made by the
                  Government's Contracting Officer and such question of fact or
                  law is also related to this Subcontract, said decision, if
                  binding on Buyer under the Prime Contract, shall in turn be
                  binding on Buyer and Seller insofar as it relates to this
                  Subcontract. If Buyer elects to appeal such a decision
                  pursuant to the "Disputes" clause in the Prime Contract, any
                  decision on such an appeal with respect to such question of
                  fact or law, if binding on Buyer under the Prime Contract,
                  shall in turn be binding on Buyer and Seller insofar as it
                  relates to this Subcontract. If Buyer elects not to appeal
                  such decision pursuant to the "Disputes" clause in the prime
                  contract, Buyer shall promptly notify Seller and Subcontract
                  may exercise it rights under paragraph (e) below.

         (b)      If Seller is otherwise affected by any decision made by any
                  representative of the Government on any question of fact or
                  law arising under the Prime Contract that is also related to
                  this Subcontract, from which an appeal under the "Disputes"
                  clause of the Prime Contract is not available, said decision,
                  if binding on Buyer under the Prime Contract, shall in turn be
                  binding on Buyer and Seller insofar as it relates to this
                  Subcontract. If Buyer elects to bring suit against the
                  Government with respect to such decision, a final judgment in
                  any such suit, if binding on Buyer under the Prime Contract,
                  shall in turn be binding on Buyer and Seller insofar as the
                  question decided relates to this Subcontract. If Buyer elects
                  not bring suit against the Government with respect to such
                  decision, Buyer shall promptly notify Seller, and Seller may
                  exercise its right under paragraph (e) below.

                                       28
<PAGE>

         (c)      If Buyer or Seller brings any such appeal or suit as allowed
                  in paragraphs (a) and (b) above, the other party, at its own
                  expense, shall assist in the prosecution thereof in every
                  reasonable manner and shall be afforded reasonable opportunity
                  to participate in the prosecution thereof to the extent such
                  party's interests may be affected.

         (d)      If as a result of any decision or judgment that is binding on
                  Seller and Buyer, as provided above, Buyer is unable to obtain
                  payment from the Government under the Prime Contract for
                  services, or is required to refund or credit to the
                  Government, any amount Buyer has paid Seller, Seller shall, on
                  demand, promptly repay such amount to Buyer, insofar as it
                  relates to this subcontract.

         (e)      Any dispute arising under this Subcontract that is not covered
                  by paragraph (a) or (b) above and which is not settled by
                  agreement of the parties shall be decided by Buyer. Such
                  decision shall be reduced to writing and a copy thereof
                  furnished to Seller. If Seller disagrees with Buyer's
                  decision, Seller shall notify Buyer within thirty (30) days
                  after receipt of such copy. In the absence of such notice,
                  such decision shall be final. If such notice is given by
                  Seller, Seller may proceed to have the dispute settled through
                  appropriate legal action. If Seller proceeds with litigation
                  and, prior to trial, one or more of the questions of fact or
                  law become the subject of a decision covered by paragraph (a)
                  or (b) above, such questions shall be determined in accordance
                  with this clause and the litigation shall be terminated as to
                  such questions.

         (f)      Pending any decision, appeal, or judgment referred to in
                  paragraph (a) or (b) above, Seller shall proceed diligently
                  with performance of this Subcontract unless Buyer otherwise
                  specifies in writing.

         (g)      The rights and obligations described in this clause shall
                  survive completion and final payment of this Subcontract.

         (h)      Nothing contained in this subcontract shall be construed to
                  obligate the Government contracting officer to deal directly
                  with the Seller, or to make the results, of arbitration,
                  judicial determination, or voluntary settlement between Buyer
                  and the Seller binding on the Government.

H.15     NO HIRE CLAUSE

         Buyer and Seller agree that during the period that this agreement is in
         force, including extensions or modifications thereto, and for an
         additional 12 months following this period, neither Buyer nor the
         Seller will actively recruit, or solicit permanent employees of either
         company, or the employees of any of the other Subcontractors; who are
         on active payroll status and are currently participating in this
         Program, without the prior written approval of the party whose employee
         is being considered for employment. This does not prohibit any employee
         from responding to or pursuing employment opportunities through normal
         media channels, i.e. newspapers, professional journals, etc. so long as
         it is not an attempt to avoid the intent of the above restriction.

                                       29
<PAGE>

H.16     PATENT INDEMNITY, GENERAL INDEMNITY

         Each party agrees to defend and hold harmless the other party, Buyer's
         customer and those for whom Buyer may act as an agent from all loss or
         damage by reason of any and all actions or proceedings charging
         infringement of any patent, trademark or copyright by reason of sale or
         use of any services/data furnished hereunder by each party. Each party
         agrees to indemnify and hold the other party harmless from all loss,
         costs or damages arising out of the negligent acts and/or omissions of
         any of the other's employees, agents or representatives.

H.17     ASSIGNMENT

         Seller shall make no assignment of technical responsibilities, monies
         due or to become due hereunder without the prior written permission of
         Buyer. However, nothing contained herein will prohibit Seller from
         assigning monies due or to become due to a bank, trust company, or
         other accredited financial institution, in which event a copy of each
         such assignment will be filed with Buyer before the assignment will
         have any force or effect.


H.18     APPROVED SUBCONTRACTING PLAN

         Not Applicable: No 2nd Tier Subcontracting is authorized under this
         -------------------------------------------------------------------
         Subcontract.
         ------------

H.19     SUBCONTRACTS REPORTING

         Not Applicable: No 2nd Tier Subcontracting is authorized under this
         -------------------------------------------------------------------
         Subcontract.
         ------------

H.20     LIQUIDATED DAMAGES--SUBCONTRACTING PLAN - RESERVED


H.21     CHOICE OF LAW

         This Agreement and performance hereunder shall be interpreted in
         accordance with, and governed by, the laws of the State of Maryland.

                                       30
<PAGE>

H.22     YEAR 2000 WARRANTY--COMMERCIAL SUPPLY ITEMS

         The Contractor warrants that each hardware, software, and firmware
         product delivered under this contract shall be able to accurately
         process date data (including, but not limited to, calculating,
         comparing, and sequencing) from, into, and between the twentieth and
         twenty-first centuries, including leap year calculations, when used in
         accordance with the product documentation provided by the Contractor,
         provided that all listed or unlisted products (e.g., hardware,
         software, firmware) used in combination with such listed product
         properly exchange date data with it. If the contract requires that
         specific listed products must perform as a system in accordance with
         the foregoing warranty, then that warranty shall apply to those listed
         products as a system. The duration of this warranty and the remedies
         available to the Government for breach of this warranty shall be as
         defined in, and subject to, the terms and limitations of the
         Contractor's standard commercial warranty or warranties contained in
         this contract, provided that notwithstanding any provision to the
         contrary in such commercial warranty or warranties, the remedies
         available to the Government under this warranty shall include repair or
         replacement of any listed product whose non-compliance is discovered
         and made known to the Contractor in writing within ninety (90) days
         after acceptance. Nothing in this warranty shall be construed to limit
         any rights or remedies the Government may otherwise have under this
         contract with respect to defects other than Year 2000 performance.


H.23     YEAR 2000 WARRANTY--NON-COMMERCIAL SUPPLY ITEMS

         The Contractor warrants that each non-commercial item of hardware,
         software, and firmware delivered or developed under this contract shall
         be able to accurately process date data (including, but not limited to,
         calculating, comparing, and sequencing) from, into, and between the
         twentieth and twenty-first centuries, including leap year calculations,
         when used in accordance with the item documentation provided by the
         Contractor, provided that all listed or unlisted items (e.g., hardware,
         software, firmware) used in combination with such listed item properly
         exchange date data with it. If the contract requires that specific
         listed items must perform as a system in accordance with the foregoing
         warranty, then that warranty shall apply to those listed items as a
         system. The duration of this warranty and the remedies available to the
         Government for breach of this warranty shall be as defined in, and
         subject to, the terms and limitations of any general warranty
         provisions of this contract, provided that notwithstanding any
         provision to the contrary in such warranty provision(s), or in the
         absence of any such warranty provision(s), the remedies available to
         the Government under this warranty shall include repair or replacement
         of any listed item whose non-compliance is discovered and made known to
         the Contractor in writing within ninety (90) days after acceptance.
         Nothing in this warranty shall be construed to limit any rights or
         remedies the Government may otherwise have under this contract with
         respect to defects other than Year 2000 performance.

                                       31
<PAGE>

                                     PART II
                          SECTION I - CONTRACT CLAUSES

Unless otherwise noted, all clauses bear the effective date of April 1984.

I.1      52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)

This contract incorporates the following clauses by reference, with the same
force and effect as if they were given in full text. Upon request, the
Subcontract Administrator will make their full text available. The following
Federal Acquisition Regulations (FARs) and agency FAR Supplement clauses are
incorporated herein by reference and made a part hereof, except to the extent
modified below by a numbered note(s). The FAR and FAR Supplement clauses are the
versions in effect as of the date of the prime contract. Except as may be
expressly otherwise provided below in each of such clauses, "Contractor" shall
mean "Seller"; "Subcontractor" shall mean "Seller's subcontractor"; and
"Contract" shall mean "this Agreement." "Contracting Officer" shall mean the
Contracting Officer of the Government prime contractor unless otherwise
specified. Not withstanding any provisions of the foregoing, all audit rights
are reserve for Federal Government.

1.2

FAR REFERENCE                                     TITLE                                                  DATE
----------------------- --------------------------------------------------------------------------- -------------------
                                                                                             
52.202-1                Definitions                                                                 OCT 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.203-3                Gratuities                                                                  APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.203-5                Covenant Against Contingent Fees                                            APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.203-6                Restrictions on Subcontractor Sales to the Government                       JUL 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.203-7                Anti-Kickback Procedures                                                    JUL 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.203-8                Cancellation, Recession, and Recovery of Funds for Illegal or Improper      JAN 1997
                        Activities
----------------------- --------------------------------------------------------------------------- -------------------
52.203-10               Price or Fee Adjustment for Illegal or Improper Activity                    JAN 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.203-12               Limitation on Payments to Influence Certain Federal Transactions            JAN 1990
----------------------- --------------------------------------------------------------------------- -------------------
52.204-2                Security Requirements                                                       AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.204-4                Printing/Copying Double-Sided on Recycled Paper                             JUN 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.209-6                Protecting the Government's Interest when Subcontracting with               JUL 1995
                        Contractors Debarred, Suspended or proposed for Debarment
----------------------- --------------------------------------------------------------------------- -------------------
52.215-2                Audit-Negotiation                                                           AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.215-22               Price Reduction for Defective Cost or Pricing Data                          OCT 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.215-23               Price Reduction for Defective Cost or Pricing Data-Modifications            OCT 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.215-24               Subcontractor Cost or Pricing Data                                          OCT 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.215-25               Subcontractor Cost or Pricing Data -Modifications                           OCT 1995
----------------------- --------------------------------------------------------------------------- -------------------


                                       32
<PAGE>

FAR REFERENCE                                     TITLE                                                  DATE
----------------------- --------------------------------------------------------------------------- -------------------
52.215-26               Integrity of Unit Prices                                                    JAN 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.215-27               Termination of Defined Benefit Pension Plans                                MAR 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.215-30               Facilities Capital Cost of Money                                            SEP 1987
----------------------- --------------------------------------------------------------------------- -------------------
52.215-33               Order of Precedence                                                         JAN 1986
----------------------- --------------------------------------------------------------------------- -------------------
52.215-39               Reversion or Adjustment of Plans for Post-Retirement Benefits Other         MAR 1996
                        than Pensions (PRB)
----------------------- --------------------------------------------------------------------------- -------------------
52.215-40               Notification of Ownership Changes                                           FEB 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.216-7                Allowable Cost and Payment                                                  MAR 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.216-8***             Fixed Fee                                                                   MAR 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.219-8                Utilization of Small, Small Disadvantaged and Women-Owned Small             OCT 1995
                        Business Concerns
----------------------- --------------------------------------------------------------------------- -------------------
52.219-9                Small, Small Disadvantaged and Women-Owned Small Business                   AUG 1996
                        Subcontracting Plan - Alternate II (MAR 1966)
----------------------- --------------------------------------------------------------------------- -------------------
52.219-14               Limitations of Subcontracting                                               DEC 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.219.16               Liquidated damages - Subcontracting Plan                                    OCT 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.222-1                Notice to the Government of Labor Disputes                                  FEB 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.222-2                Payment of Overtime Premiums                                                JUL 1990
----------------------- --------------------------------------------------------------------------- -------------------
52.222-3                Convict Labor                                                               AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.222-4                Contract Work Hours and Safety Standards Act -- Overtime                    JUL 1995
                        Compensation
----------------------- --------------------------------------------------------------------------- -------------------
52.222-26               Equal Opportunity                                                           APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.222-28               Equal Opportunity Preaward Clearance of Subcontracts                        APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.222-35               Affirmative Action for Special Disabled and Vietnam Era Veterans            APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.222-36               Affirmative Action for Handicapped Workers                                  APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.222-37               Employment Reports on Special Disabled Veterans and Veterans of the         JAN 1988
                        Vietnam Era
----------------------- --------------------------------------------------------------------------- -------------------
52.223-2                Clean Air and Water                                                         APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.223-6                Drug-Free Workplace                                                         JAN 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.223-14               Toxic Chemical Release Reporting                                            OCT 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.224-1*               Privacy Act Notification                                                    APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.224-2*               Privacy Act                                                                 APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.225-3                Buy American Act -- Supplies                                                JAN 1994
----------------------- --------------------------------------------------------------------------- -------------------
52.225-9                Buy American Act -Trade Agreement Act - Balance of                          JAN 1996
                        Payment Program
----------------------- --------------------------------------------------------------------------- -------------------
52.225-10               Duty-Free Entry                                                             APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.225-11               Restrictions of Certain Foreign Purchases                                   OCT 1996
----------------------- --------------------------------------------------------------------------- -------------------


                                       33
<PAGE>

FAR REFERENCE                                     TITLE                                                  DATE
----------------------- --------------------------------------------------------------------------- -------------------
52.225-14               Inconsistency between English Version and Translation of Contract           AUG 1989
----------------------- --------------------------------------------------------------------------- -------------------
52.225.21               Buy American Act - North American Free Trade Agreement                      JUN 1996
                        Implementation Act - Balance of Payments Program
----------------------- --------------------------------------------------------------------------- -------------------
52.226-1                Utilization of Indian Organizations Enterprises                             SEP 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.227-2                Notice and Assistance Regarding Patent and Copyright Infringement           AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.227-14**             Rights in Data-General                                                      JUN 1987
----------------------- --------------------------------------------------------------------------- -------------------
52.227-17**             Rights in Data - Special Works                                              JUN 1987
----------------------- --------------------------------------------------------------------------- -------------------
52.227-18               Rights in Data - Existing Works                                             JUN 1987
----------------------- --------------------------------------------------------------------------- -------------------
52.228-5                Insurance - Work on a Government Installation                               JAN 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.228-7                Insurance - Liability to Third Persons                                      MAR 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.229-3                Federal, State, and Local Taxes                                             JAN 1991
----------------------- --------------------------------------------------------------------------- -------------------
52.229-5                Taxes - Contracts Performed in U.S. Possessions or Puerto                   APR 1984
                        Rico
----------------------- --------------------------------------------------------------------------- -------------------
52.230-2                Cost Accounting Standards                                                   APR 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.230-3                Disclosure and Consistency of Cost Accounting Practices                     APR 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.230-4                Consistency of Cost Accounting Practices                                    AUG 1992
----------------------- --------------------------------------------------------------------------- -------------------
52.230-6                Administration of Cost Accounting Standards                                 APR 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.232.1                Payments                                                                    APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.232-7                Payments Under Time-and-Materials and Labor Hour                            FEB 1997
                        Contracts
----------------------- --------------------------------------------------------------------------- -------------------
52.232-9                Limitation on Withholding of Payments                                       APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.232.16               Progress Payments                                                           JUL 1991
----------------------- --------------------------------------------------------------------------- -------------------
52.232-17               Interest                                                                    JUN 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.232-18               Availability of Funds                                                       APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.232-20               Limitation of Cost                                                          APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.232-22               Limitation of Funds                                                         APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.232-23               Assignment of Claims                                                        JAN 1986
----------------------- --------------------------------------------------------------------------- -------------------
52.232-33               Mandatory Information for Electronic Funds Transfer Payment                 AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.233-3                Protest After Award  -  Alternate I (JUN 1995)                              AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.237-2                Protection of Government Buildings, Equipment, and Vegetation               APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.237-3                Continuity of Services                                                      JAN 1991
----------------------- --------------------------------------------------------------------------- -------------------
52.239-1                Privacy and Security Safeguards                                             AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.242-1                Notice of Intent to Disallow Costs                                          APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.242-4                Certification of Final Indirect Costs                                       JAN 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.242-13               Bankruptcy                                                                  JUL 1995
----------------------- --------------------------------------------------------------------------- -------------------


                                       34
<PAGE>

FAR REFERENCE                                     TITLE                                                  DATE
----------------------- --------------------------------------------------------------------------- -------------------
52.243.1                Changes-Fixed Price - Alternative I (APR 1984) and                          APR 1987
                        Alternative II ( APR 1984)
----------------------- --------------------------------------------------------------------------- -------------------
52.243-2                Changes--Cost-Reimbursement --Alternative I (APR 1984) and                  AUG 1987
                        Alternative II (APR 1984)
----------------------- --------------------------------------------------------------------------- -------------------
52.243.3                Changes (Time-Materials or Labor-Hours)                                     APR 1985
----------------------- --------------------------------------------------------------------------- -------------------
52.244.1                Subcontracts (Fixed Price Contracts)                                        FEB 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.244-2                Subcontracts (Cost-Reimbursement and Letter  Contracts)                     FEB 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.244.3                Subcontracts (Time-and-Materials and Labor Hours                            APR 1985
                        Contracts
----------------------- --------------------------------------------------------------------------- -------------------
52.244-5                Competition in Subcontracting                                               DEC 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.245-1                Property Records                                                            APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.245.2                Government Property (Fixed Price)                                           DEC 1989s
----------------------- --------------------------------------------------------------------------- -------------------
52.245-5                Government Property(Cost Reimbursement, Time and Material, or Labor         JAN 1986
                        Hour Contracts)
----------------------- --------------------------------------------------------------------------- -------------------
52.245-19               Government Property Furnished "As Is"                                       APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.246-17               Warranty of Supplies of a Non-Complex Nature                                APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.246-20               Warranty of Services                                                        APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.246-25               Limitation of Liability-Services                                            FEB 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.247-63               Preference for U.S. Flag Air Carriers                                       JAN 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.249-2                Termination for Convenience of the Government (Fixed                        SEP 1996
                        Price
----------------------- --------------------------------------------------------------------------- -------------------
52.249-6                Termination - (Cost Reimbursement) Alt IV                                   SEP 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.249.8                Default (Fixed Price Supply and Services)                                   (APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.249-14               Excusable Delays                                                            APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.251-1                Government Supply Sources                                                   APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.253-1                Computer Generated Forms                                                    JAN 1991
----------------------- --------------------------------------------------------------------------- -------------------


* The specific systems of records subject to the Privacy Act and the required
safeguards will be identified on individual Subcontract Task Orders issued
hereunder.
** All data right clauses will be specified on each Subcontract Task Order
issued. Unless specific data rights are established in a Subcontract Task Order,
the Government asserts unlimited use rights in any data, including computer
software, developed under any Subcontract Task Order issued under this contract.
*** To be used on Cost Plus Fixed Fee (CPFF) Orders Only
**** To be used on Cost Plus Incentive Fee Orders (CPIF) Only

CLAUSES WITH VARIABLE INFORMATION

I.2      FAR 52.216-18  ORDERING  (OCT 1995)

(a)      Any supplies and services to be furnished under this contract shall be
         ordered by issuance of delivery orders or Subcontract Task Orders by
         the individuals or activities designated in the Schedule. Such orders
         may be issued from contract award through contract expiration

                                       35
<PAGE>

(b)      All delivery orders or Subcontract Task Orders are subject to the terms
         and conditions of this contract. In the event of conflict between a
         delivery order or Subcontract Task Order and this contract, the
         contract shall control.

(c)      If mailed, a delivery order or Subcontract Task Order is considered
         "issued" when the Buyer deposits the order in the mail. Orders may be
         issued orally, by facsimile, or by electronic commerce methods only if
         authorized in the Schedule.


I.3      FAR 52.216-22  INDEFINITE QUANTITY (OCT 1995)

(a)      This is an indefinite-quantity contract for the supplies or services
         specified, and effective for the period stated, in the Schedule. The
         quantities of supplies and services specified in the Schedule are
         estimates only and are not purchased by this contract.

(b)      Delivery or performance shall be made only as authorized by orders
         issued in accordance with the Ordering clause. The Seller shall furnish
         to the Buyer, when and if ordered, the supplies or services specified
         in the Schedule up to and including the quantity designated in the
         Schedule as the maximum.

(c)      Except for any limitations on quantities in the Delivery-Order
         Limitations clause or in the Schedule, there is no limit on the number
         of orders that may be issued. Orders issued may require delivery to
         multiple destinations or performance at multiple locations.

(d)      Any order issued during the effective period of this contract and not
         completed within that period shall be completed by the Seller within
         the time specified in the order. The subcontract shall govern the
         Seller's and Buyer's rights and obligations with respect to that order
         to the same extent as if the order were completed during the contract's
         effective period; provided, that the Seller shall not be required to
         make any deliveries under this contract after final delivery.


I.4 FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 1989)

(a)      The Buyer may extend the term of this contract by written notice to the
         Seller within thirty (30) days of expiration of the performance period;
         provided, that the Buyer shall give the Seller a preliminary written
         notice of its intent to extend at least 60 days before the contract
         expires. The preliminary notice does not commit the Buyer to an
         extension.

(b)      If the Buyer exercises this option, the extended contrac shall be
         considered to include this option provision.

(c)      The total duration of this contract, including the exercise of any
         options under this clause, shall not exceed five (5) years.

                                       36
<PAGE>

I.5      FAR 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)

(a)      The Seller shall not publish or disclose in any manner, without the
         Buyer's written consent, the details of any safeguards either designed
         or developed by the Seller under this contract or otherwise provided by
         the Buyer.

(b)      To the extent required to carry out a program of inspection to
         safeguard against threats and hazards to the security, integrity, and
         confidentiality of Buyer data, the Seller shall afford the Buyer access
         to the Seller's facilities, installations, technical capabilities,
         operations, documentation, records, and databases.

(c)      If new or unanticipated threats or hazards are discovered by either the
         Buyer or the Seller, or if existing safeguards have ceased to function,
         the discoverer shall immediately bring the situation to the attention
         of the other party.


I.6      FAR 52.248-1  VALUE ENGINEERING (MAR 1989)

These data shall not be disclosed outside the Government or duplicated, used, or
disclosed, in whole or in part, for any purpose other than to evaluate a value
engineering change proposal submitted under the clause. This restriction does
not limit the Government's right to use information contained in these data if
it has been obtained or is otherwise available from the Contractor or from
another source without limitations.


FULL TEXT CLAUSES

I.7      JAR 2852.223-1 USE OF RECOVERED MATERIALS IN PAPER AND PAPER PRODUCTS
         (MAR 1992)

(a) the Contractor is required under this contract to deliver any of the
paper and paper products listed below, all such items delivered shall meet the
minimum content standards for recovered materials, post consumer recovered
materials, or waste paper.

      (1) Recovered materials are defined as waste material and by-products that
      have been recovered or diverted from solid waste, not including those
      materials and by-products generated from, and commonly reused within, an
      original manufacturing process.

      (2) Post consumer recovered materials are defined as waste materials
      recovered from retail stores, office building, homes and so forth after
      they passed through their end usage as a consumer item.

      (3) Waste paper is defined as all items from the first two categories
      above in addition to forest residues, and manufacturing and other wastes.

Unless otherwise directed by the Contracting Officer, the Contractor shall use
"High Grade Bleached Printing and Writing Papers" as defined in this clause to
produce all progress reports, final reports, and any other products required to
be delivered to the Government under this contract.

MINIMUM CONTENT STANDARDS FOR SELECTED PAPER AND PAPER PRODUCTS

                                       37
<PAGE>

                                             Minimum %          Minimum % Post           Minimum % Waste
                                             Recovered          consumer Recovered       Paper
                                             Materials          Materials
                                              
NEWSPRINT                                         50
HIGH GRADE BLEACHED PRINTING
AND WRITING PAPERS
Offset printing                                   50
Mimeo and duplicator paper                        50
Writing (stationery)                              50
Office paper (e.g., note pads)                    50
Paper for high speed copiers                      50
Envelopes                                         50
Form bond including computer paper and            50
carbonless
Book papers                                       50
Bond paper                                        50
Ledger                                            50
Cover stock                                       50
Cotton Fiber papers                               25


TISSUE PRODUCTS:
Toilet tissue                                     20
Paper towels                                      40
Paper napkins                                     30
Facial tissue                                     5
Doilies                                           40
Industrial wipes                                  0


UNBLEACHED PACKAGING:
Corrugated boxes                                  35
Fiber boxes                                       35
Brown papers (e.g. bags)                          5

RECYCLED PAPERBOARD:
Recycled paperboard products                      80
Pad backing                                       90



                                       38
<PAGE>

Alternate I (APR 1984). As prescribed in 16.406(b), add the following paragraph
(q) to the basic clause:

(q)      Provisioning and options. Parts, other supplies, or services that are
         to be furnished under this contract on the basis of a provisioning
         document or Government option shall be subject to price revision in
         accordance with this clause. Any prices established for these parts,
         other supplies, or services under a provisioning document or Government
         option shall be treated as initial target prices, or target prices as
         agreed upon and stipulated in the pricing document supporting the
         provisioning or added items. Initial or firm target costs and profits
         and final prices covering these parts, other supplies, or services may
         be established separately, in the aggregate, or in any combination, as
         the parties may agree.


                                       39
<PAGE>

               PART III - LIST OF DOCUMENTS AND OTHER ATTACHMENTS
               --------------------------------------------------

                         SECTION J - LIST OF ATTACHMENTS
                         -------------------------------


J.1      LIST OF ATTACHMENTS

         Attachment 1                                    Subcontractor Proposal










                                       40
<PAGE>

                            PART IV - REPRESENTATIONS
                            -------------------------

                   SECTION K - INCORPORATION OF CERTIFICATIONS
                   -------------------------------------------


K.1      INCORPORATION OF CERTIFICATIONS

Section K, "Representations, Certifications and Other Statements of Offerors" of
the RFP, returned filled in, signed and dated February 20, 2002, are hereby
incorporated by reference in this Agreement.



                                       41
<PAGE>


ATTACHMENT I. SUBCONTRACTOR PROPOSAL FOR DCL SYSTEM & GES MAINTENANCE


1.0 SCOPE

    This Statement of Work (SOW) defines the Maintenance Services and
    performance parameters to be provided by the contractor in support of the
    Department of Homeland Security (DHS) Dedicated Commuter Lanes (DCL) system
    and the associated Global Enrollment System (GES). Currently, there are two
    types of DCL systems deployed: NEXUS and SENTRI. The NEXUS system is
    installed at 10 Northern US border locations and the SENTRI system is
    installed at the three Southern US border locations. The scope of this SOW
    addresses the San Diego Port of Entry (POE) only.

2.0 BACKGROUND

    The DCL system was designed to decrease the inspection time for enrolled,
    low-risk travelers who frequently enter the United States by vehicle. Port
    of Entry travel times in conventional lanes have been decreased by removing
    low-risk travelers from those lanes. As a result, inspectors in conventional
    lanes have been able to spend more time focusing on potentially higher risk
    travelers.

    DCL has two versions currently deployed. These versions, NEXUS and SENTRI,
    allow faster processing of low-risk travelers who travel through U.S. Ports
    of Entry (POEs) between Canada and the United States or between Mexico and
    the United States. Users must be enrolled in the Global Enrollment System
    (GES) at each POE region where they might enter before they can use the DCL
    system. The DCL system allows for faster processing at POEs by using radio
    frequency identification (RFID) technology that identifies DCL enrollees. A
    U.S. inspector verifies the identity and status of the traveler after the
    DCL system retrieves the traveler's information and displays it on the
    monitor in the inspector's booth.

3.0 DEFINITIONS AND NOMENCLATURE

         o        DCL - Dedicated Commuter Lane. A single vehicl passage lane
                  dedicated for passage of the enrolled trusted travelers.

         o        GES - Global Enrollment System. The GES captures and stores
                  all pertinent information regarding the enrollees in the DCL
                  system. For NEXUS enrollees only personal information is
                  stored. For SENTRI enrollees both personal and vehicle
                  information is stored.

         o        VALIDATION SUBSYSTEM - The validation subsystem provides an
                  operator interface to the inspector. It can interface with the
                  data server or the lane controller depending on the
                  configuration. The validation subsystem connects to the ges
                  database where information and images of all enrollees and
                  vehicles are retrieved. These images, along with information
                  about the vehicle, are displayed for the inspector to verify
                  the identity of the vehicle and its occupants.

                                       42
<PAGE>

         o        PRIMARY INSPECTION BOOTH - First Inspection are for vehicles
                  entering the U.S Port of Entry.
         o        PRE-PRIMARY - Open space prior to the primary inspection booth
         o        SECONDARY INSPECTION AREA - Intensive examination for suspect
                  vehicles
         o        EGRESS LANES - Exit area for cleared vehicles into the United
                  States.
         o        SYSTEM AVAILABILITY - Expressed as a percentage the actual
                  number of operational hours divided by the total scheduled
                  hours. For example, if the system were down four (4) hours out
                  of a scheduled 80 hours, the achieved actual availability is
                  76/80 or 95%.
         o        RESPONSE TIME - The response time is defined as the time from
                  the receipt of a trouble call by the contractor, until the
                  physical arrival of the contractor's technical representative
                  on the site of the trouble call.
         o        SYSTEM CONFIGURATION - The SYSTEM CONFIGURATION refers to the
                  entire set of equipment acquired by the government and placed
                  in service at a port of entry. It includes, but is not limited
                  to, all Enrollment Center equipment, all Lane Control
                  equipment, and any hardware or software module that is part of
                  the DCL system at the port of entry.
         o        CRITICAL FAILURES - Failures in the DCL system are critical
                  when the malfunction results in the system being in a
                  non-operational state.
         o        NON-CRITICAL FAILURES - Failures in the DCL system are
                  considered non-critical when the malfunction results in the
                  system being in an operational but impaired state.

4.0      OPERATIONAL CONCEPT

         Travelers are required to fill out an application for admittance to the
         DCL program through the DHS enrollment centers located at the
         respective border crossing sites. The DHS enrollment centers facilitate
         travelers entry into the Global Enrollment System (GES) database. The
         enrollment centers process the application along with a set of the
         applicants' fingerprints. The results of this background investigation
         determine whether or not applicants will be accepted into the DCL
         program.

         Once accepted, the applicant is photographed and issued either a
         proximity card (NEXUS) or a transponder (SENTRI). The proximity card
         associated with the NEXUS system includes the traveler's photo, printed
         identifying data, and encoded data that can be read remotely by
         radio-frequency equipment installed in the DCL. The transponder
         associated with the SENTRI system provides similar personal information
         to the inspectors and also provides vehicle information as well.

         The registered travelers and their vehicles (vehicles checked for
         SENTRI only) are periodically checked for any change in background
         status that may affect their eligibility.

         Figure 1 is representative of all NEXUS lanes. A dedicated access lane
         is provided for NEXUS users allowing vehicles to by-pass the general
         traffic lanes and provides fast access into the United States. As the
         vehicle enters the Automated Identification zone, each traveler in the
         NEXUS program presents his/her proximity card to the reader. The
         information on the card is then checked against the GES database for
         verification and any pertinent updated information regarding the
         traveler. All of the information is provided to the lane operator for
         verification at the Validation Subsystem.

                                       43
<PAGE>

                                [GRAPHIC OMITTED]













                FIGURE 1 - GENERAL NEXUS DCL SYSTEM CONFIGURATION
                -------------------------------------------------


         At the Inspector Clearance Area, any missed NEXUS cards are read for
         verification. The inspector then performs the appropriate checks and
         verifications on the driver and all passengers in the vehicle based on
         the information presented via the Validation Subsystem. Authorized
         vehicles are cleared to enter the United States and unauthorized or
         suspected vehicles, drivers, or passengers are directed to the
         Secondary inspection area. Traffic control signals are deployed at the
         DCL exit to direct vehicles through the inspection process.

         Figures 2 and 3 demonstrate the SENTRI lane configurations for San
         Diego POE. A dedicated access lane is provided for SENTRI users
         allowing vehicles to by-pass the general traffic lanes and provides
         fast access into the United States. As the vehicle enters the Automated
         Identification zone, the vehicle's transponder is activated and read by
         the Ergo/Transcore system. The ID data from the transponder is then
         sent to the Validation Subsystem to retrieve the appropriate
         information from the GES database. The retrieved information is
         provided to the lane operator for verification.

                                       44
<PAGE>


                                [GRAPHIC OMITTED]












              FIGURE 2 - OTAY MESA SENTRI DCL SYSTEM CONFIGURATION
              ----------------------------------------------------



                                [GRAPHIC OMITTED]











                 FIGURE 3 - SAN YSIDRO SENTRI DCL CONFIGURATION
                 ----------------------------------------------

                                       45
<PAGE>

         At the Inspector Clearance Area, any missed transponders ID's are read
         for verification. The inspector then performs the appropriate checks
         and verifications on the driver and all passengers in the vehicle based
         on the information presented via the Validation Subsystem. Authorized
         vehicles are cleared to enter the United States and unauthorized or
         suspected vehicles, drivers, or passengers are directed to the
         Secondary inspection area. Traffic control devices (gates, signal
         lights, and bollards) are deployed at the DCL exit to prevent vehicles
         from bypassing the inspection process. At some locations, pipe bollards
         and/or concrete barriers delineate the vehicle path to the U.S. and
         secondary inspection areas.

         GES collects biographic and biometric data about applicants for
         automated inspection systems and stores this information. GES enrolls
         low-risk travelers who are then able to enter the United States by
         verifying their ID and enrollment status with an automated system, to
         accelerate individual examination by a Customs and Border Protection
         (CBP) Inspector. The system provides the enroll travelers with either a
         proximity card (NEXUS) or a transponder for a specific vehicle
         (SENTRI).

         There are two versions of the GES to support: Version 1.8.x and Version
         1.10.x. Version 1.8.x is used to enroll travelers using the NEXUS
         system at a POE. Figure 5 exhibits the GES Version 1.8.x configuration.
         Version 1.10.x is used to enroll travelers and vehicles using the
         SENTRI system at a POE. Figure 6 exhibits the GES Version 1.10.x
         configuration.

5.0      SUPPORT ENVIRONMENT

This section presents the hardware and software configuration for the DCL
systems and GES to be maintained under this SOW. Both the NEXUS and SENTRI
system configurations are detailed.

5.1      NEXUS DCL SYSTEM

5.1.1    NEXUS DCL HARDWARE COMPONENTS

The following is a high-level summary of the NEXUS DCL hardware components:

         o        Cserver 1220 (or 2025) Pentium 4 rackmount computer
         o        SBC, Pentium 133 MHz with 32MB of random access memory (RAM)
         o        Seiko thermal receipt printer
         o        Laser sensor (vehicle detection and separation)
         o        Proximity card reader and antennae
         o        Inspector's display
         o        Inspector's control panel
         o        Lane open/closed lights
         o        Booth entry lights
         o        Booth exit lights
         o        Blackbox Matrix ServSwitch
         o        Monitor, keyboard, and trackball mouse
         o        Video graphics array (VGA) National Television Standards
                  Committee (NTSC) video converter/switch

<PAGE>

         o        Ethernet switch/hub
         o        APC uninterruptible power supply (UPS)
         o        Serial A/B switch ; Keyboard video mouse (KVM) extender (local
                  and remote)
         o        Panasonic time-lapse VCR
         o        Panasonic video multiplexer
         o        Netopia router
         o        External booth enclosure
         o        External prequeue enclosure
         o        Internal booth enclosure
         o        Video power supply enclosure
         o        Camera enclosure and video camera
         o        HP Jetdirect print server
         o        Ethernet/local area network (LAN) repeater/signal booste
                  (Detroit Tunnel only)



                               [GRAPHIC OMITTED]













                  FIGURE 5 - GES VERSION 1.8.X CONFIGURATION


                                       46
<PAGE>


                                [GRAPHIC OMITTED]













                   FIGURE 6 - GES VERSION 1.10.X CONFIGURATION




5.1.2    NEXUS DCL SOFTWARE COMPONENTS

The following is a high-level summary of the NEXUS DCL software components:

         o        Windows 95B and/or Windows 2000 (sp3)
         o        Oracle8.0.5 client
         o        DCL Validation 4.1.2
         o        DCL Winnode Dataserver 2.0
         o        DCL SBC 1.2
         o        DCL Sim32 1.0
         o        Symantec PCAnywhere 10 (Detroit and Buffalo only)
         o        Efkon Laser Softguide 1.1
         o        Receipt printer drivers

                                       47
<PAGE>

5.2      SENTRI DCL SYSTEM

5.2.1    SENTRI DCL HARDWARE COMPONENTS

The following is a list of all the main hardware components in a single-lane
SENTRI system:

         o        Cserver 1220 1.8Ghz Pentium 4 1U rackmount computer
         o        Blackbox ServSelect
         o        Monitor, keyboard, & trackball mouse
         o        VGA splitter
         o        Ethernet switch/hub
         o        APC UPS ; Serial A/B switch (Otay Mesa only)
         o        Blackbox gang switch (San Ysidro only)

Refer to Figures 1, 2, and 3 for detailed information regarding the SENTRI DCL
system configurations currently deployed.


5.2.2    SENTRI DCL SOFTWARE COMPONENTS

The following is a high-level summary of the SENTRI DCL software components:

         o        Windows 2000 (sp3)
         o        Oracle 8.0.5 client
         o        DCL Validation 4.1.2
         o        Symantec PCAnywhere 10


5.3.     GES VERSION 1.8.X

5.3.1    GES VERSION 1.8.X HARDWARE COMPONENTS


The following lists the hardware components for GES Version 1.8.x:

         o        One Intel Pentium II or 100-percent compatible workstation as
                  primary domain controller (PDC)
         o        One Intel Pentium II or 100-percent compatible workstation as
                  backup domain controller (BDC)
         o        One Intel Pentium-based, server-grade computer as database
                  server (DBS)
         o        Intel Pentium II or 100-percent compatible workstations as
                  enrollment workstations
         o        Data card printer
         o        Hand geometry unity (HGU)
         o        Black Box signal converter
         o        Digital camera
         o        Proximity card reader/writer
         o        Network laser printer with Transmission Control Protocol
                  (TCP)/Internet Protocol (IP) support and JetDirect ; Four-port
                  hub ; Uninterruptible power supply (UPS)

                                       48
<PAGE>

5.3.2    GES VERSION 1.8.X SOFTWARE COMPONENTS


The following software is required for GES Version 1.8.x:

         o        Oracle 8.05
         o        Microsoft Windows NT 4.0 Server
         o        Microsoft Windows NT 4.0 Workstation
         o        Oracle for Windows NT
         o        ArcServeIT 2000 Backup Software
         o        Oracle Backup Agent for ArcServeIT 2000
         o        PCAnywhere 10
         o        Hewlett-Packard JetAdmin ;IQ Engineering Super Fonts
         o        DynaComm Elite 3.6.2
         o        Microsoft Windows NT 4.0 Resource Kit and Supplement
         o        UPS Powerchute Communication Software
         o        GES Version 1.8.x


5.4      GES VERSION 1.10.X

5.4.1    GES VERSION 1.10.X HARDWARE COMPONENTS

The following lists the hardware components for GES Version 1.10.x:

         o        One Intel Pentium II or 100-percent compatible workstation as
                  the PDC
         o        One Intel Pentium II or 100-percent compatible workstation as
                  the BDC
         o        One Intel Pentium-based, server-grade computer as DBS
         o        Intel Pentium II or 100-percent compatible workstations as
                  enrollment workstations
         o        Data Card printer
         o        HGU
         o        Black Box signal converter
         o        Digital camera
         o        Network laser printer with TCP/IP support and JetDirect
                  support
         o        UPS

5.4.2    GES VERSION 1.10.X SOFTWARE COMPONENTS


The following software is required for GES Version 1.10.x:

         o        Oracle 8.05
         o        Microsoft Windows NT 4.0 Server
         o        Microsoft Windows NT 4.0 Workstation


                                       49
<PAGE>

         o        Oracle for Windows NT
         o        ArcServeIT 2000 Backup Software
         o        Oracle Backup Agent for ArcServeIT 2000
         o        PCAnywhere 10
         o        Hewlett-Packard JetAdmin
         o        IQ Engineering Super Fonts
         o        DynaComm Elite 3.6.2
         o        Microsoft Windows NT 4.0 Resource Kit and Supplement
         o        UPS Powerchute Communication Software
         o        GES Version 1.10.x


6.0      PERFORMANCE CRITERIA

This SOW requires all DCL lanes and locations along with their respective GES
centers to be functionally operational 95% of the time during normal operating
hours. The chart below shows the current operational times for each location.
The system availability is calculated at the performance requirement of 95%
availability per week/month during normal hours of operation. The weekly
downtimes can be carried over throughout a given month. However, the total
downtime per month cannot exceed the 95% availability.


-------------------------------------- ------------------ --------------- ---------- -------------------- -----------------------
                                             Hours             Days                          Avg.             Total Allowable
            DCL Locations                      of               of          Total         Allowable            Downtime per
                                           Operation         Operation      Hours        Downtime per              Month
                                                                                             Week
-------------------------------------- ------------------ --------------- ---------- -------------------- -----------------------
                                                                                                  
Otay Mesa, CA                              6am - 8pm         Mon - Fri        70           3.5 hrs                16 hrs

-------------------------------------- ------------------ --------------- ---------- -------------------- -----------------------
San Ysidro, CA                             6am -10pm         Mon - Fri
                                           8am - 8pm         Sat & Sun       104           5.2 hrs                23 hrs
-------------------------------------- ------------------ --------------- ---------- -------------------- -----------------------


7.0      PERFORMANCE REQUIREMENTS

The contractor shall provide DCL system maintenance in two major areas:
Preventative Maintenance (PM) and Corrective Maintenance (CM). The contractor
shall also manage a spare parts inventory deemed necessary to meet the 95%
system availability rate. The requirements in each of these areas are detailed
below.


7.1      PREVENTATIVE MAINTENANCE (PM)

All Preventative Maintenance activities shall be performed on a periodic basis
to ensure that the DCL systems and GES centers are always in a state where the
likelihood of a critical failure is minimized. PM activities shall be performed
on a schedule that ensures the system availability performance criteria stated
in Section 6 of this SOW are met. PM shall be conducted in accordance with the
periodic schedule listed in the following sections.


                                       50
<PAGE>

7.1.1    WEEKLY ACTIVITIES

         o        Meet with the DCL and GES supervisors at the port to address
                  any issues or concerns that may have come up during the week.
                  Scheduling of maintenance activities for the upcoming week(s)
                  shall be agreed upon during the weekly meeting as well.
         o        Perform a visual inspection of all hardware used in the DCL
                  system and GES center. Ensure that all of the
                  hardware/software functions have been running as expected by
                  checking error logs.
         o        Thoroughly clean the Hand Geometry Unit (HGU) in the GES
                  center using the procedure in the GES Maintenance Manual.
         o        Thoroughly clean the Data Card Printer in the GES Center using
                  the procedure in the GES Maintenance Manual.

7.1.2    MONTHLY ACTIVITIES

         o        Check all cable connections in the rack and tighten all loose
                  connections.
         o        Log into each computer and conduct a scandisk and defrag of
                  the hard drives.
         o        Check to make sure there is at least 500 MB of free spac on
                  the hard drives.
         o        If space is at a minimum, back up all old border crossin event
                  record (BCER) log files and delete all logs from the drive.
         o        Relabel any equipment that has lost its original label.
         o        Do a diagnostics on the APC UPS.
         o        Do a network diagnostics by pinging and tracing all know
                  devices on the network.
         o        Test the system hardware by running applications and
                  simulators on all primary and backup lane equipment.
         o        Clean the backup tape drive in the GES Center using a cleaning
                  tape along with the procedure in the GES Maintenance Manual.

7.1.3    QUARTERLY ACTIVITIES

         o        Using compressed air, thoroughly clean all hardware to make
                  them free of dust.
         o        Check for and Install any software or hardware updates t the
                  DCL system after approval of the appropriate Contractor and
                  Government personnel.

7.2      CORRECTIVE MAINTENANCE

For Corrective Maintenance activities the contractor shall diagnose, repair
and/or replace and bring back to full service, all DCL systems covered under
this contract. The contractor will provide all equipment and resources,
including supplies, transportation of parts and skilled labor to fulfill these
requirements.

7.2.1    TROUBLE CALL NOTIFICATION

All trouble calls should be routed through the DHS CBP help desk to ensure that
the proper notification protocol is followed in the reporting of the problem.
All of the following information should be available to help facilitate a swift
corrective action.

                                       51
<PAGE>

         o        Name and title of personnel reporting the problem
         o        Site location, address, and telephone number
         o        Name of the system (i.e., DCL Lane number, Validation System)
         o        A detailed description of the problem and the events tha led
                  to the problem. (For example, enrollee information is not
                  appearing on the inspector's display; system does not seem to
                  be responding.)
         o        A description of when the problem first occurred (what task
                  was being performed, e.g., problem first occurred after
                  several cars passed through the lane. The lane seemed to be
                  running slow, and then it seemed to freeze.)

A trouble ticket is generated from the information and the appropriate person is
notified to resolve the problem.

The notification path to the maintenance contractor shall be setup to ensure
that the performance criteria shall be met. The local area maintenance
contractors shall have company cell phones to allow direct access from the DHS
Help Desk personnel. A central answering service will also be made available to
cover instances when the local contractors are not accessible. The DCL
Inspectors and Supervisors shall also have direct access to the maintenance
contractors; however, the standard protocol requires that the calls be routed
through the DHS Help Desk. Once the DHS Help Desk has been informed of the
problem and a trouble ticket has been generated, direct contact with the
maintenance contractors is permitted. This method has proved effective in the
past and present for maintenance work on the southern US border ports.

7.2.2    TROUBLE CALL RESPONSE TIME

The Response Time for trouble calls are defined for both critical and
non-critical failures.

For all critical failures the contractor shall respond within two (2)
operational hours of notification by a DHS official.

All Non-critical failures require the contractor to respond within eight (8)
operational hours of notification by a DHS official. Where feasible non-critical
failures shall be repaired during non peak, or off hours so the impact on the
operation of the port of entry is minimized.


7.3      SPARE PARTS INVENTORY MANAGEMENT

The Contractor shall be responsible for managing the spare parts inventory to
provide system availability rate of 95% as stated in Section 6 of this Statement
of Work.

Spare parts shall be billed to the prime contractor at purchased cost. Invoices
and/or receipts shall be provided for all purchases when invoices are submitted
to the prime contractor.

The contractor's estimate of spare parts inventory is based on
component/sub-system availability and component/subsystem impact on the system.
A recommended spare parts list shall be agreed upon at the start of the
maintenance period and may be modified based on in field experience over time.
All additions, deletions, or quantity changes to the spares list shall be agreed


                                       52
<PAGE>

upon by both parties. There is no provision for local storage space included in
the proposal thus if a requirement for one becomes necessary, the associated
cost shall be added to the maintenance agreement. The contractor will exchange
and replace defective or worn parts when such replacements are required to
maintain proper operation. The spare parts inventory shall be replenished as it
is used.

8.0      ADDITIONAL TASKS

During the period of this Maintenance Agreement, there may be additional added
scope work efforts proposed based on the Contractor's recommendations to improve
the system. In this case, both parties must agree to the cost and level of
effort required before such tasks are implemented. These additional tasks
include, but are not limited to:

         o        Technical Support
         o        Special Installations
         o        Software Support
         o        Engineering/Development

9.0      DOCUMENTATION AND TRAINING

At the time of award, the prime contractor shall provide all of the necessary
maintenance documentation, manufacturer's drawings, and a complete set of
"as-built" drawings for each DCL and GES location (as available). All user
interface specifications and software flow diagrams shall be supplied as well.

An intensive training session shall be provided by the prime contractor at the
time of award. The contractor shall ensure that all of the DCL and GES
maintenance technical team leaders attend this training session. The contractor
shall be responsible for training all of the local maintenance team members.

10.0     DELIVERABLES

The contractor will manage the maintenance effort and provide a log and summary
report of maintenance activities on a monthly basis. The log and summary report
of maintenance activities shall be provided by the third Monday of the month in
a format acceptable to CSC and the Contractor. The log report will detail the
time the trouble call was received, the time contractor responded, nature of the
problem, corrective measures taken, mean time to repair, and length of time the
system was down.

The contractor will update and maintain the DCL and GES Maintenance Manuals as
required to ensure that all of the documentation reflects the present system
configuration and proper maintenance procedures. Sections detailing the debug
procedures for commonly found problems will be incorporated as well.

                                       53
<PAGE>

11.0     PERSONNEL

11.1     PERSONNEL QUALIFICATIONS & BACKGROUND CHECK

The Contractor shall provide qualified personnel to support the Statement of
Work. Technically qualified personnel will be required to undergo a background
investigation by the DHS to ensure their suitability for access to sensitive
information.

11.2     PERSONNEL ALLOCATION REQUIREMENTS

The current DCL/GES breakdown requires that two field engineers (San Ysidro and
Otay Mesa DCL Sites) support the San Diego POE.

The efforts of the field engineers shall be supported by a Technical
Representative and a Program Manager at the contractor's home office. All
reporting, documentation, accounting, management and administrative activities
shall be executed by these individuals. These individuals shall be responsible
for all POE expansion activities and all interfacing to the prime contractor.

12.0     PERIOD OF PERFORMANCE

The period of performance for this SOW, which applies to the San Diego POE only,
is from 8 December 2003 through 23 September 2004. This statement of work may be
updated to reflect associated period of performances for the other POEs as the
maintenance efforts at those ports are required. The intention is to use the San
Diego Port of Entry as a performance verification site.

13.0     MAINTENANCE COST BASIS

The cost basis for the maintenance effort has been modeled after the Ergo
Systems maintenance and support the San Diego POE. This effort has been executed
through a GSA contract with the government and the associated GSA rates (plus
2%) shall apply to this proposal as well. The billing rates are divided into 2
categories: Program Manager and Field Engineer as shown below:


      PERSONNEL LABOR CATEGORY        LABOR RATE PER HOUR
------------------------------------  -----------------------------
          Program Manager                       $88.41/hr
------------------------------------  -----------------------------
       Field Service Engineer                   $72.83/hr
------------------------------------  -----------------------------

Applying the labor rates to the required staffing the following table provides
the weekly cost for the effort at the San Diego POE. Total costs for the POE
shall be determined by applying the period of performance (in weeks) identified
in Section 13 to the weekly cost total above.

                                       54
<PAGE>

                             SAN DIEGO PORT OF ENTRY
                             -----------------------



Personnel Labor Category           Labor Rate (Hr)        Qty Required        Total Cost
---------------------------------- ---------------------- ------------------  ---------------
                                                                    
Program Manager                            $88.41                0.25         $884.10
---------------------------------- ---------------------- ------------------  ---------------
Home Office Tech. Rep.                     $72.83                0.25         $728.30
---------------------------------- ---------------------- ------------------  ---------------
Field Service Engineers                    $72.83                 2           $5,826.40
---------------------------------- ---------------------- ------------------  ---------------



14.0     POE ACTIVATION PROCEDURES

Upon the agreement and acceptance of this SOW and the applicable contract
documents the maintenance effort at the San Diego Port of Entry shall commence.

All other POEs shall begin when the appropriate POE activation contract
documents are signed and the period of performance has been agreed upon by both
parties.

Once a POE has been activated, there shall be a 60 day mobilization and training
period before the maintenance effort is fully operational. Section 15 details
the startup and mobilization efforts.

After the activation contract has been signed by both parties, the activation
shall remain in force for the entire period of performance. The following
exceptions are the only valid causes for early termination of the contract:

         o        Negligent performance by sub-contractor (as defined in
                  performance rating document).
         o        End or cancellation of government contract to prime
                  contractor.

15.0     STARTUP SCHEDULE AND LOGISTICS

The startup effort shall commence upon the contract award and a number of
efforts will need to be accomplished in short order to ensure that the full
maintenance team is in place and fully trained within 60 days of award.

         o        TRAINING AND DEPLOYMENT PLAN - A plan shall be agreed upon for
                  the prime contractor to train the maintenance team leaders.
                  This plan and training time logistics (1 to 2 weeks at CSC
                  mock up or on site) will be completed within 1 week of the
                  contract award. The priorities and area coverage issues will
                  be discussed and formalized as well. All of the documentation
                  associated with the equipment to be maintained will be put
                  together for training purposes.

         o        MAINTENANCE TEAM LEADER TRAINING - An intensive training
                  effort for the maintenance team leaders shall be executed in
                  weeks 3 and 4 of the startup plan. This allows the team
                  leaders to start training the local maintenance staff in week
                  5 when they start working.

         o        LOCAL MAINTENANCE TEAM TRAINING - All local maintenance team
                  training shall be executed at the respective sites. The site
                  team leader and the local maintenance team shall investigate,
                  review and understand all of the required maintenance
                  activities over a 2-4 week period. The prime contractor shall
                  have personnel available for remote issue resolution during
                  this period. During this period the maintenance effort shall
                  be in effect, however, the performance criteria and
                  requirements shall NOT be in effect until the training period
                  is completed.

                                       55


ClubJuris.Com